TO THE TERMINATION OF THE
COMPANY'S SHAREHOLDERS OBLIGATIONS UNDER THIS SECTION 1.2 PURSUANT TO SECTION 3
HEREOF, AT ANY MEETING (WHETHER ANNUAL OR SPECIAL AND WHETHER OR NOT AN
ADJOURNED OR POSTPONED MEETING) OF THE SHAREHOLDERS OF THE COMPANY, HOWEVER
CALLED, OR IN CONNECTION WITH ANY CONSENT OR APPROVAL OF THE SHAREHOLDERS OF THE
COMPANY, THE COMPANY SHAREHOLDER WILL APPEAR AT THE MEETING OR OTHERWISE CAUSE
THE SHARES OR OTHER VOTING RIGHTS OF COMPANY SHAREHOLDER TO BE COUNTED AS
PRESENT THEREAT FOR PURPOSES OF ESTABLISHING A QUORUM AND:
(A)
IN THE EVENT THAT THE MERGER OPTION IS
EXERCISED IN ACCORDANCE WITH THE TERMS OF THE OPTION AGREEMENT, VOTE, CONSENT OR
APPROVE (OR CAUSE TO BE VOTED, CONSENTED OR APPROVED) IN FAVOR OF ANY ACTION OR
PROPOSAL RELATING TO THE APPROVAL AND ADOPTION OF THE OPTION AGREEMENT, THE
MERGER, ANY AGREEMENT AND PLAN OF MERGER RELATING TO THE MERGER AND THE OTHER
ACTIONS CONTEMPLATED BY THE OPTION AGREEMENT AND ANY ACTIONS REQUIRED IN
FURTHERANCE THEREOF; AND
(B)
VOTE AGAINST, WITHHOLD CONSENT OR APPROVAL
FOR, OR DISSENT FROM (OR CAUSE TO BE VOTED AGAINST, APPROVAL OR CONSENT TO BE
WITHHELD, OR DISSENT) ANY ACTION OR PROPOSAL THAT WOULD ADVERSELY EFFECT THE
PURCHASER'S RIGHTS AND BENEFITS UNDER THE OPTION AGREEMENT; PROVIDED THE
PURCHASER IS NOT THEN IN MATERIAL BREACH ANY OF ITS OBLIGATIONS THEREUNDER.
By executing this Agreement, the Company Shareholder hereby revokes all proxies
heretofore made by the Company Shareholder with respect to the subject matter
contained herein.
The Company Shareholder further agrees not to enter into any
agreement or understanding with any person, including any voting agreement or
voting trust, the effect of which would be inconsistent with or violative of any
provision contained in this Section 1.2.
Notwithstanding any other provision in
this Agreement to the contrary, in no event shall this Agreement (i) be
applicable to any vote of the shareholders of the Company pertaining to the
election of directors of the Company or (ii) constitute an acknowledgement by
the Purchaser that the execution and delivery by the Purchaser or the Company
Shareholder results in, or will result in, the Purchaser acquiring beneficial
ownership of any of the Shares.
2
1.3
TRANSFER AND OTHER RESTRICTIONS.
(A)
PRIOR TO THE TERMINATION OF THE COMPANY'S
SHAREHOLDERS OBLIGATIONS UNDER THIS SECTION 1.3 PURSUANT TO SECTION 3 HEREOF,
THE COMPANY SHAREHOLDER AGREES NOT TO, DIRECTLY OR INDIRECTLY:
(I)
OFFER FOR SALE, TRANSFER OR OTHERWISE
DISPOSE OF, OR ENTER INTO ANY CONTRACT, OPTION OR OTHER ARRANGEMENT OR
UNDERSTANDING WITH RESPECT TO, OR CONSENT TO THE OFFER FOR SALE, TRANSFER OR
OTHER DISPOSITION OF, ANY OR ALL OF THE SHARES OR ANY INTEREST THEREIN;
(II)
GRANT ANY PROXY OR POWER OF ATTORNEY WITH
RESPECT TO THE SHARES, DEPOSIT ANY OF THE SHARES INTO A VOTING TRUST OR ENTER
INTO A VOTING AGREEMENT (OTHER THAN THIS AGREEMENT) OR ARRANGEMENT WITH RESPECT
TO THE SHARES; PROVIDED, HOWEVER, THAT COMPANY SHAREHOLDER MAY GRANT A PROXY
WHICH OBLIGATES THE RECIPIENT OF SUCH PROXY TO VOTE THE SHARES CONSISTENT