Common use of Agreement to Tender Clause in Contracts

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders prior to the expiration of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. (a) Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder Shareholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s its Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances Share Liens (as defined below) except for Permitted Encumbrances (as defined below)Share Liens. Without limiting the generality of the foregoing, promptly after but subject to the Tender Notice (as defined below)terms of this Agreement, but in no event later than the last time at which later of (I) two (2) Business Days following Shareholders’ receipt of written notice from Buyer (a “Buyer Notice”) that (x) all Offer Conditions, other than the depositary can accept tenders Minimum Condition and those conditions that by their nature are to be satisfied in connection with the Closing, have been satisfied and (y) it is Buyer’s expectation to cause the Acceptance Time to occur promptly following the then-current Expiration Time and (II) five (5) Business Days prior to the expiration of the OfferExpiration Time, each Stockholder Shareholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered delivered to the depositary designated in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to the terms of the Offer (ai) a letter of transmittal with respect to all of such StockholderShareholder’s Subject Shares complying with the terms of the Offer, (bii) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such StockholderShareholder’s broker, dealer dealer, commercial bank, trust company or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent depository for the Offer may reasonably request) and (ciii) all other documents or instruments reasonably required to be delivered by all other Company stockholders shareholders tendering into the Offer pursuant to the terms of the Offer. Each Stockholder Shareholder agrees that, once any of such Stockholder’s its Subject Shares are tendered, such Stockholder Shareholder will not withdraw and will cause not to be withdrawn such Subject Shares from the Offer, Offer unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In 5.2; provided, that Shareholder may withdraw its Subject Shares in the event this Agreement has been validly terminated the then-current Expiration Date is extended in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Purchase Agreement for a period of more than five (5) Business Days so long as such Subject Shares such Stockholder tendered in are delivered no less than the Offer. At all times commencing with the date hereof later of (x) two (2) Business Days following Shareholders’ receipt of a new Buyer Notice and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour y) five (5) Business Days prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable LawExpiration Time.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this the Merger Agreement shall have has been validly terminated in accordance with Section 5.02its terms, each Stockholder hereby agrees to validly accept the Offer with respect to all the Subject Shares of such Stockholder and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares that such Stockholder is permitted to tender under applicable Law pursuant to and in accordance with the terms of the Offer, free and clear of all Share Encumbrances (as defined below) except for Permitted Share Encumbrances (each as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) business days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the OfferOffer (or in the case of any After-Acquired Shares directly or indirectly issued to or acquired or otherwise beneficially owned by such Stockholder subsequent to such tenth (10th) business day, or in each case if such Stockholder has not received the Offer Documents by such time, no later than two (2) business days after the acquisition of such After-Acquired Shares or receipt of the Offer Documents, as the case may be), each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer (a) a letter of transmittal (together with all other documents or instruments required to be delivered by Company stockholders pursuant to such letter) with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, Offer and (b) a certificate or certificates representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares that are Book Entry Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tenderedtendered in the Offer, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) and (c) all other documents request to effect or instruments reasonably required to be delivered by other Company stockholders pursuant to evidence the terms of the Offertransfer thereof. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this (i) the Merger Agreement shall have been validly terminated in accordance with Section 5.02. In its terms, (ii) the event Offer shall have been terminated, withdrawn or shall have expired, or (iii) this Agreement has shall have been validly terminated in accordance with Section 5.025.2 hereof. Upon the occurrence of (i), (ii) or (iii) in the preceding sentence, Parent and Purchaser shall promptly return return, and shall cause the Paying Agent to the Stockholder promptly return, all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such by Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each (a) Each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (which, for the avoidance of doubt, shall include all Conversion Shares) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances Liens (as defined below) except for other than Permitted Encumbrances (as defined belowLiens). Without limiting the generality In furtherance of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than (10) Business Days after, the last time at commencement of the Offer (other than with respect to the Conversion Shares, for which the depositary can accept tenders conversion and tender thereof shall be effected as provided in Section 1.3(b) unless converted prior to the expiration effectiveness of the Offerconversion contemplated thereby), each Stockholder shall validly and irrevocably tender shall: (i) deliver or cause to be validly and irrevocably tendered delivered to the depositary designated in the Offer all of such Stockholder’s Subject Shares free Documents and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to the terms of the Offer (aA) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bB) a certificate certificates representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange depositary designated in the Offer Documents or Paying Agent may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares and (cC) any and all other documents or instruments reasonably required to be delivered by other Company stockholders Stockholders pursuant to the terms of the Offer, and (ii) instruct and cause any other Person who is the record holder of any such Subject Shares (including the Stockholder’s broker, if applicable) to validly tender such Subject Shares pursuant to and in accordance with the terms and conditions of the Offer and the Offer Documents. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not (and will cause anyone acting on its behalf not to) withdraw any of such Subject Shares from the Offer, Offer unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this the Merger Agreement shall have has been validly terminated in accordance with Section 5.02its terms, each Stockholder hereby agrees to validly accept the Offer with respect to all of the Subject Shares and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s the Subject Shares that Stockholder is permitted to tender under applicable Law pursuant to and in accordance with the terms of the Offer, free and clear of all Share Encumbrances (as defined below) except for Permitted Share Encumbrances (each as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) business days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the OfferOffer (or in the case of any After-Acquired Shares directly or indirectly issued to or acquired or otherwise beneficially owned by Stockholder subsequent to such tenth (10th) business day, each or if Stockholder has not received the Offer Documents by such time, no later than five (5) business days after the acquisition of such After-Acquired Shares or receipt of the Offer Documents, as the case may be), Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer (a) a letter of transmittal (together with all other documents or instruments required to be delivered by Company stockholders pursuant to such letter) with respect to all of such Stockholder’s the Subject Shares complying with the terms of the Offer, Offer and (b) a certificate or certificates representing all such of the Subject Shares that are certificated or, in the case of a bookSubject Shares that are Book-entry share of any uncertificated Subject Entry Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tenderedtendered into the Offer, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) and (c) all other documents request to effect or instruments reasonably required to be delivered by other Company stockholders pursuant to evidence the terms of the Offertransfer thereof. Each Stockholder agrees that, once any of such Stockholder’s the Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this (i) the Merger Agreement shall have been validly terminated in accordance with Section 5.02. In its terms, (ii) the event Offer shall have been terminated, withdrawn or shall have expired, or (iii) this Agreement has shall have been validly terminated in accordance with Section 5.025.02 hereof. Upon the occurrence of (i), (ii) or (iii) in the preceding sentence, Parent and Purchaser shall promptly return and shall cause the Paying Agent to the Stockholder promptly return, all Subject Shares such tendered by Stockholder. Nothing herein shall require Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its termsto exercise any Company Stock Options, each prohibit Stockholder shall not tender from exercising any of such Stockholder’s Subject Shares into any tender Company Stock Options or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each require Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable LawCompany Stock Options.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each the Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s the Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances Liens (other than Liens arising hereunder or as defined below) except for Permitted Encumbrances (as defined belowmay be applicable under the Securities Act or other applicable securities Laws). Without limiting the generality of the foregoing, as promptly as practicable after the Tender Notice commencement (as defined below)within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer, but in no event later than the last time at which Expiration Date, the depositary can accept tenders prior to the expiration of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering (a) deliver pursuant to the terms of the Offer (ai) a letter of transmittal with respect to all of such Stockholder’s the Subject Shares complying with the terms of the Offer, (bii) a certificate Certificate (or affidavits of loss in lieu thereof) representing all such the Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of any non-certificated shares of Common Stock held in book entry form, and (ciii) all other documents or instruments reasonably instruments, to the extent applicable, required to be delivered by other stockholders of the Company stockholders pursuant to the terms of the Offer in order to effect the valid tender of the Subject Shares or (b) instruct the Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by the Stockholder to tender the Subject Shares pursuant to and in accordance with clause (a) of this Section 1.1 and the terms of the Offer. Each The Stockholder agrees that, once any of such Stockholder’s the Subject Shares are tendered, such the Stockholder will not withdraw such and will not cause or direct to be withdrawn any of the Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law5.2.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder hereby agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than five (5) Business Days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the OfferOffer (or in the case of any shares of Company Common Stock acquired by such Stockholder subsequent to such fifth (5th) Business Day, or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be), each Stockholder shall validly and irrevocably tender (a) deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (ai) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bii) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject SharesBook Entry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) with respect to such Subject Shares, and (ciii) all other documents or instruments that Parent or Purchaser may reasonably required require or request in order to be delivered effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer, and (b) instruct such Stockholder’s broker or such other Person that is the holder of record of any Shares beneficially owned by the Stockholder to tender such Shares free and clear of all Encumbrances (other Company stockholders pursuant to than Permitted Encumbrances) in accordance with this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the OfferOffer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.025.2. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return Each Stockholder acknowledges and agrees that Purchaser’s obligation to the Stockholder all Subject accept for payment Shares such Stockholder tendered in into the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender including any Subject Shares into tendered by the Offer if that tender would cause such Stockholder Stockholder, is subject to violate any applicable Lawthe terms and conditions of the Merger Agreement.

Agreement to Tender. Subject to Unless the terms of this AgreementExpiration Date has occurred, unless the Stockholder Party shall, as promptly as practicable following the date hereof, validly tender (and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in not withdraw) the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer. Unless the Expiration Date has occurred, free the Stockholder Party shall, as promptly as practicable following the date hereof, pursuant to and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting in accordance with the generality of the foregoing, promptly after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders prior to the expiration terms and conditions of the Offer, each Stockholder shall validly and irrevocably tender or cause (a) deliver to be validly and irrevocably tendered the depositary designated in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted EncumbrancesOffer, including by delivering pursuant to the terms of the Offer (ai) a letter of transmittal with respect to all of such Stockholder’s the Subject Shares complying with the terms of the Offer, (bii) a certificate certificates representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tenderedif applicable, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (ciii) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once and/or (b) instruct its broker or such other person who is the holder of record of any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw to tender such Subject Shares from in the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return Offer pursuant to the Stockholder all Subject Shares such Stockholder tendered in terms and conditions of the Offer. At all times commencing with Unless the date hereof and continuing until Expiration Date has occurred, the valid termination of this Agreement in accordance with its terms, each Stockholder Party shall not tender any of such Stockholder’s the Subject Shares into any exchange or tender or exchange offer commenced by a Person other than Parent Parent, Merger Sub or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date other Subsidiary of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender NoticeParent. Notwithstanding the foregoing, no if the Expiration Date occurs due to a termination of the Merger Agreement pursuant to Article 8 thereof after the Stockholder shall have any obligation under this Section 1.01 to tender Party has tendered any Subject Shares into in the Offer if that tender would cause in accordance with this Section 2, the Stockholder Party may withdraw any such Stockholder Subject Shares pursuant to violate any applicable Lawand in accordance with the terms and conditions of the Offer.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder hereby agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised during the term of this Agreement or Company Restricted Stock that does not vest during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) Liens except for Permitted Encumbrances Liens (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) business days after, the last time at commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or in the case of any shares of Company Common Stock acquired by such Stockholder (or in the case of Company Restricted Stock, which vests) subsequent to such tenth (10th) business day as promptly as practicable after the depositary can accept tenders acquisition or vesting of such shares, as the case may be (but, if such shares are acquired or vest prior to the expiration of the Offer, in no event later than expiration of the Offer), each Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) together with a certificate representing all such Subject Shares that are certificated or, (b) in the case of a book-entry share of any uncertificated Subject SharesBook Entry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) with respect to such Subject Shares, and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the OfferOffer in order to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer (it being understood that this sentence shall not apply to Company Stock Options that are not exercised during the term of this Agreement or Company Restricted Stock that does not vest during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the OfferOffer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.025.2. In the event this Agreement has been validly terminated in accordance with Section 5.02For clarity, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each no Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided thatrequired, for purposes of the Tender Notice onlythis Agreement, the satisfaction of the Minimum Condition shall be tested assuming that all shares of to exercise any unexercised Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause Options held by such Stockholder to violate any applicable LawStockholder.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder hereby agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) Liens, except for Permitted Encumbrances Liens (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which commencement (within the depositary can accept tenders meaning of Rule 14d-2 under the Exchange Act) of the Offer (or in the case of any shares of Company Common Stock acquired by such Stockholder subsequent to such tenth (10th) Business Day, as promptly as practicable after the acquisition of such shares, as the case may be (but, if such shares are acquired prior to the expiration of the Offer, in no event later than expiration of the Offer)), each Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) in the case of Subject Shares represented by a Certificate, a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (btogether with the Certificate(s) a certificate representing all such Subject Shares that are certificated or, (b) in the case of a book-entry share of any uncertificated Subject SharesBook Entry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) with respect to such Subject Shares, and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the OfferOffer in order to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer and the Merger Agreement (it being understood that this sentence shall not apply to Company Stock Options that are not exercised during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the OfferOffer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.025.2. In the event this Agreement has been validly terminated in accordance with Section 5.02For clarity, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each no Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided thatrequired, for purposes of the Tender Notice onlythis Agreement, the satisfaction of the Minimum Condition shall be tested assuming that all shares of to exercise any unexercised Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause Options held by such Stockholder to violate any applicable LawStockholder.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this the Merger Agreement shall have has been validly terminated in accordance with Section 5.02its terms, each Stockholder hereby agrees to validly accept the Offer with respect to all the Subject Shares of such Stockholder and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares that such Stockholder is permitted to tender under applicable Law pursuant to and in accordance with the terms of the Offer, free and clear of all Share Encumbrances (as defined below) except for Permitted Share Encumbrances (each as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten Business Days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the OfferOffer (or in the case of any After-Acquired Shares directly or indirectly issued to or acquired or otherwise beneficially owned by such Stockholder subsequent to such tenth Business Day, or in each case if such Stockholder has not received the Offer Documents by such time, no later than two Business Days after the acquisition of such After-Acquired Shares or receipt of the Offer Documents, as the case may be), each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer (a) a letter of transmittal (together with all other documents or instruments required to be delivered by Company stockholders pursuant to such letter) with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, Offer and (b) a certificate or certificates representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares that are Book Entry Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tenderedtendered in the Offer, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) and (c) all other documents request to effect or instruments reasonably required to be delivered by other Company stockholders pursuant to evidence the terms of the Offertransfer thereof. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this (i) the Merger Agreement shall have been validly terminated in accordance with Section 5.02. In its terms, (ii) the event Offer shall have been terminated, withdrawn or shall have expired, or (iii) this Agreement has shall have been validly terminated in accordance with Section 5.025.2 hereof. Upon the occurrence of (i), (ii) or (iii) in the preceding sentence, Parent and Purchaser shall promptly return return, and shall cause the Paying Agent to the Stockholder promptly return, all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such by Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for (other than Permitted Encumbrances (as defined below)). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than (10) Business Days after, the last time at which the depositary can accept tenders prior to the expiration commencement of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering (i) deliver pursuant to the terms of the Offer (aA) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bB) a certificate Certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares, and (cC) all other documents or instruments reasonably required to be delivered by other stockholders of the Company stockholders (the “Company Stockholders”) pursuant to the terms of the Offer, or (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw any of such Subject Shares from the Offer, unless and until the earliest of (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement, (B) this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares its terms or (iii) such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender time as any of such Stockholder’s Subject Shares into any tender amendment or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions change to the Offer have been satisfied or Merger Agreement is effected without each Stockholder’s consent that (A) decreases the Offer Price, (B) materially and adversely affects such Stockholder or are reasonably expected to be satisfied as (C) violates Section 2.01(b) of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Merger Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to the terms of this Agreement(a) . Each Stockholder shall duly tender, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer Offer, all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below)provided that the Offer price does not decrease. Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below)Promptly, but in any event no event later than ten (10) Business Days after the last time at which the depositary can accept tenders prior to the expiration commencement of the Offer, each Stockholder shall validly and irrevocably tender or cause (i) deliver to be validly and irrevocably tendered the depositary designated in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to (the terms of the Offer “Depositary”) (aA) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bB) a certificate or certificates representing all such Subject Shares that are certificated or, in the case of a book-entry share transfer of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent Depositary may reasonably request) and (cC) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer, and/or (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of Stockholder’s Subject Shares to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Purchaser may elect to provide a subsequent offering period for the Offer in accordance with the Merger Agreement, and each Stockholder shall duly tender to Purchaser during such subsequent offering period all of the Subject Shares, if any, which shall have been issued after the expiration of the Offer. Each Stockholder agrees that, that once any of such Stockholder’s Subject Shares are tenderedtendered pursuant to the terms hereof, such Stockholder will not withdraw any tender of such Subject Shares from the OfferShares, unless and until (x) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement, or (y) this Agreement shall have been validly terminated in accordance with Section 5.024.03 hereof. In The Stockholder acknowledges that Purchaser’s obligation to accept for payment and pay for the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent is subject to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the terms and conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to (a) During the terms Agreement Period, (as defined below) each Stockholder, in its capacity as a stockholder of this Agreementthe Company, unless hereby irrevocably and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder unconditionally agrees to validly and irrevocably tender tender, or cause to be validly and irrevocably tendered tendered, in the Offer (and, in each case, not withdraw) all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances Liens (other than any transfer restrictions under applicable securities Laws) as defined below) except for Permitted Encumbrances promptly as practicable (as defined below). Without limiting the generality of the foregoingbut, promptly after the Tender Notice (as defined below), but in no event later than ten (10) Business Days) after the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the Offer. In furtherance of the foregoing, at the time of such tender, each Stockholder shall validly and irrevocably tender or cause (i) deliver to be validly and irrevocably tendered the Paying Agent designated in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to the terms of the Offer (aA) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written duly completed and validly executed in accordance with the instructions to such Stockholder’s brokerthereto, dealer (B) a Certificate or other nominee that such Certificates representing the Subject Shares be tendered, and requesting delivery (or effective affidavits of loss in lieu thereof) or an “agent’s message” (or such other evidence, if any, evidence of transfer as the Exchange Paying Agent may reasonably request) in the case of Book-Entry Shares and (cC) all such other documents and instruments as Parent or instruments Merger Sub may reasonably required request to be delivered by in order to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer, and (ii) instruct its broker or such other Company stockholders Person that is the holder of record of any Subject Shares to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Each Stockholder agrees that, that once any of such Stockholder’s the Subject Shares are tendered, such Stockholder will not withdraw withdraw, or cause to be withdrawn, such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.0212. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return The Stockholders acknowledge that and agree that Xxxxxx Sub’s obligation to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all payment shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to into the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubtOffer, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender including any Subject Shares into tendered by the Offer if that tender would cause such Stockholder Stockholder, is subject to violate any applicable Lawthe terms and conditions of the Merger Agreement.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder hereby agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised and Company PSUs that are not settled during the Agreement Period (as defined below)) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) Liens except for Permitted Encumbrances Liens (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which commencement (within the depositary can accept tenders meaning of Rule 14d-2 under the Exchange Act) of the Offer (or in the case of any shares of Company Common Stock acquired by such Stockholder subsequent to such tenth (10th) Business Day, or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be (but, if such shares are acquired or such Offer Documents are received prior to the expiration of the Offer, in no event later than expiration of the Offer)), each Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) in the case of Subject Shares represented by a Certificate, a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (btogether with the Certificate(s) a certificate representing all such Subject Shares that are certificated orcertificated, (b) in the case of a bookBook-entry share of any uncertificated Subject SharesEntry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) with respect to such Subject Shares, and (c) all other documents or instruments reasonably required by the terms of the Offer in order to be delivered by other Company stockholders pursuant to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the OfferOffer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law5.2.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder hereby agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised and Company PSUs that are not settled during the Agreement Period (as defined below)) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) Liens except for Permitted Encumbrances Liens (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which commencement (within the depositary can accept tenders meaning of Rule 14d-2 under the Exchange Act) of the Offer (or in the case of any shares of Company Common Stock acquired by such Stockholder subsequent to such tenth (10th) Business Day, or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be (but, if such shares are acquired or such Offer Documents are received prior to the expiration of the Offer, in no event later than expiration of the Offer)), each Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) in the case of Subject Shares represented by a Certificate, a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (btogether with the Certificate(s) a certificate representing all such Subject Shares that are certificated orcertificated, (b) in the case of a book-entry share of any uncertificated Subject Book- Entry Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) with respect to such Subject Shares, and (c) all other documents or instruments reasonably required by the terms of the Offer in order to be delivered by other Company stockholders pursuant to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the OfferOffer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law5.2.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder hereby agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) Liens except for Permitted Encumbrances Liens (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) business days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the OfferOffer (or in the case of any shares of Company Common Stock or Company Stock Options acquired by such Stockholder subsequent to such tenth (10th) business day, or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be), each Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject SharesBook Entry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) with respect to such Subject Shares, and (c) all other documents or instruments that Parent or Merger Sub may reasonably required require or request in order to be delivered by other Company stockholders pursuant to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the OfferOffer (it being understood that this sentence shall not apply to Company Stock Options that are not exercised during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the OfferOffer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.025.2. In the event this Agreement has been validly terminated in accordance with Section 5.02For clarity, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each no Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided thatrequired, for purposes of the Tender Notice onlythis Agreement, the satisfaction of the Minimum Condition shall be tested assuming that all shares of to exercise any unexercised Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause Options held by such Stockholder to violate any applicable LawStockholder.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each (a) The Stockholder agrees to validly accept the Offer with respect to all the Shares and irrevocably tender to tender, or cause to be validly and irrevocably tendered in tendered, the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the OfferShares, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below)any Liens, pursuant to the Offer. Such tender shall be made no later than the 5th business day after commencement of the Offer or, with respect to any Additional Shares acquired later than such time, within 3 business days following the date that the Stockholder acquired such Additional Shares, but no later than the expiration of the Offer. Without limiting the generality of the foregoing, promptly after the Tender Notice Stockholder shall (as defined below), but in no event later than the last time at which the depositary can accept tenders prior i) deliver to the expiration of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to the terms of the Offer Paying Agent (aA) a letter of transmittal with respect to all of such Stockholder’s Subject the Shares complying with the terms of the Offer, (bB) to the extent applicable, a certificate Certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (cC) all other documents or instruments reasonably required to be delivered by other holders of Company stockholders Common Stock pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such or (ii) instruct and otherwise use reasonable efforts to cause the Stockholder’s Subject Shares are tenderedbroker and, if applicable, such Stockholder will not withdraw other person that is the holder of record of any Shares, to tender such Subject Shares from pursuant to and in accordance with this Section 1.01(a) and the terms of the Offer. The Stockholder shall not withdraw, or cause to be withdrawn, any Shares tendered pursuant to the Offer unless and until this Agreement shall have been validly is terminated pursuant to Section 4.01 or the Offer is terminated in accordance with Section 5.02the terms of the Merger Agreement. In Merger Sub shall pay the event this Agreement has been validly terminated Stockholder for any Shares tendered (and not withdrawn) in accordance with Section 5.02the provisions of the Merger Agreement. The Stockholder agrees to (x) permit Parent and Merger Sub to publish and disclose in the Offer Documents and any Proxy Statement (including all related documents and schedules filed with the SEC), his identity and ownership of Shares, the nature of his commitments under this Agreement and any other information required by applicable Law or that Parent may reasonably request, in each case subject to the Stockholder’s prior approval (not to be unreasonably withheld), and (y) promptly provide to Parent or Merger Sub, as applicable, any such information. The Stockholder shall promptly return to notify Parent of any required corrections of which the Stockholder all Subject Shares becomes aware with respect to any written information supplied by him specifically for use in any such Stockholder tendered in the Offer. At all times commencing with the date hereof disclosure document, if and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions any shall have become false or misleading in any material respect. The Stockholder shall not issue any press release or make any other public statement with respect to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived transactions contemplated by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered and the Merger Agreement without the prior to written consent of Parent, except as such release or statement may be required by applicable Law or the expiration rules and regulations of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable LawUnited States securities exchange or regulatory or Governmental Entity to which Stockholder is subject or submits.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.025.2, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (other than (x) Company Options that are not exercised during the term of this Agreement and (y) Company RSUs that do not vest during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders prior to the expiration of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the OfferOffer (it being understood that this sentence shall not apply to (x) Company Options that are not exercised during the term of this Agreement and (y) Company RSUs that do not vest during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.025.2. In the event this Agreement has been validly terminated in accordance with Section 5.025.2, Purchaser shall, and Parent shall cause Purchaser to, promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent Parent, Purchaser or any Parent Subsidiaryother Subsidiary of Parent. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent or Purchaser to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. 1:00 p.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent Purchaser (to the extent permitted by the Business Combination Merger Agreement) (it being understood that such written notice can only be validly delivered by Parent or Purchaser to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent Purchaser (to the extent permitted by the Business Combination Merger Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 1.1 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 1.1 shall obligate Parent or Purchaser to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder hereby agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) Liens except for Permitted Encumbrances Liens (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which commencement (within the depositary can accept tenders meaning of Rule 14d-2 under the Exchange Act) of the Offer (or in the case of any shares of Company Common Stock acquired by such Stockholder subsequent to such tenth (10th) Business Day, or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be (but, if such shares are acquired or such Offer Documents are received prior to the expiration of the Offer, in no event later than expiration of the Offer)), each Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) in the case of Subject Shares represented by a Certificate, a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (btogether with the Certificate(s) a certificate representing all such Subject Shares that are certificated orcertificated, (b) in the case of a bookBook-entry share of any uncertificated Subject SharesEntry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) with respect to such Subject Shares, and (c) all other documents or instruments reasonably required by the terms of the Offer in order to be delivered by other Company stockholders pursuant to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the OfferOffer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law5.2.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each the Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject the Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever (as defined belowincluding on title, transfer or exercise of any rights of the Stockholder) in respect of such Shares, except for Permitted Encumbrances (as defined below)provided hereunder. Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than 10 Business Days after the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (or, in the case of any Shares acquired after such time, as promptly as practicable after the acquisition of such Shares (but in no event later than the then-scheduled expiration of the Offer)), each the Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering (a) deliver pursuant to the terms of the Offer (ai) a letter of transmittal with respect to all of such Stockholder’s Subject the Shares complying with the terms of the Offer, (bii) a certificate Certificate (or effective affidavits of loss in lieu thereof) representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) and in the case of an Uncertificated Share, and/or (ciii) all other documents or instruments reasonably required to be delivered by other stockholders of the Company stockholders pursuant to the terms of the Offer or (b) instruct the Stockholder’s broker or such other Person that is the holder of record of any Shares beneficially owned by the Stockholder to tender such Shares pursuant to and in accordance with clause (a) of this Section 3 and the terms of the Offer. Each The Stockholder agrees that, once any of such Stockholder’s Subject the Shares are tendered, such the Stockholder will not withdraw any of such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.0213. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return Prior to the Stockholder all Subject Shares such Stockholder tendered in Expiration Date, the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject (or permit the tender of) the Shares into any exchange or tender or exchange offer commenced by a Person third party other than Parent or Merger Sub. The Stockholder shall notify Parent as promptly as practicable (and in any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date event within 48 hours after receipt) in writing of the expiration number of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all any additional shares of Company Common Stock to be tendered pursuant to Section 1.01 of this which the Stockholder acquires beneficial or record ownership on or after the date hereof. If the Offer is terminated or withdrawn by Merger Sub or the Merger Agreement are tendered is terminated prior to the expiration purchase of the Offer Shares in the Offer, Parent and that Merger Sub shall promptly return, and shall instruct any depository or paying agent, acting on behalf of Parent and Merger Sub, to promptly return all tendered Shares to the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable LawStockholder.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this the Merger Agreement shall have has been validly terminated in accordance with Section 5.02its terms, each Stockholder hereby agrees to validly accept the Offer with respect to all the Subject Shares of such Stockholder and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares that such Stockholder is permitted to tender under applicable Law pursuant to and in accordance with the terms of the Offer, free and clear of all Share Encumbrances (as defined below) except for Permitted Share Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the OfferOffer (or in the case of any After-Acquired Shares directly or indirectly issued to or acquired or otherwise beneficially owned by such Stockholder subsequent to such tenth (10th) Business Day, or in each case if such Stockholder has not received the Offer Documents by such time, no later than two (2) Business Days after the acquisition of such After-Acquired Shares or receipt of the Offer Documents, as the case may be), each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer (a) a letter of transmittal (together with all other documents or instruments required to be delivered by Company stockholders pursuant to such letter) with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, Offer and (b) a certificate or certificates representing all such Subject Shares that are certificated or, in the case of a bookSubject Shares that are Book-entry share of any uncertificated Subject Entry Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tenderedtendered in the Offer, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) and (c) all other documents request to effect or instruments reasonably required to be delivered by other Company stockholders pursuant to evidence the terms of the Offertransfer thereof. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this (i) the Merger Agreement shall have been validly terminated in accordance with Section 5.02. In its terms, (ii) the event Offer shall have been terminated, withdrawn or shall have expired, or (iii) this Agreement has shall have been validly terminated in accordance with Section 5.025.2 hereof. Upon the occurrence of (i), (ii) or (iii) in the preceding sentence, Parent and Merger Sub shall promptly return return, and shall cause the Paying Agent to the Stockholder promptly return, all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such by Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to the terms of the Offer and this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each the Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such the Stockholder’s Subject Shares pursuant to and in accordance with the terms that are shares of the OfferCompany Common Stock, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the Offer (and in respect of any Subject Shares that are shares of Company Common Stock acquired on or following the commencement of the Offer, each the earlier of (a) two (2) Business Days following such acquisition and (b) the Expiration Time), and the Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered delivered (i) in the Offer all case of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrancesrepresented by a certificate, including by delivering pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares of the Stockholder complying with the terms of the Offer, (btogether with the certificate(s) a certificate representing all such Subject Shares that are certificated orShares, (ii) in the case of a book-entry share of any uncertificated Subject SharesBook Entry Share, written instructions to such the Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) with respect to such Subject Shares, and (ciii) all other documents or instruments reasonably instruments, to the extent applicable, required to be delivered by other Company stockholders pursuant to the terms of the OfferOffer in order to effect the valid tender of the Subject Shares that are shares of Company Common Stock. Each The Stockholder agrees that, once any of such the Stockholder’s Subject Shares are tendered, such the Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.025.2. In For clarity, the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender be required to exercise any of such Stockholder’s Subject Shares into unexercised Company Option or Company Warrant or settle any tender Company RSU or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted Company PSU held by the Business Combination Stockholder in order to comply with any provision of this Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all but any shares of Company Common Stock of which ownership of record or the power to be tendered pursuant to Section 1.01 vote is acquired by the Stockholder from the exercise of any Company Option or Company Warrant or the settlement of any Company RSU or Company PSU during the term of this Agreement are tendered prior shall immediately, upon such exercise or settlement, become subject to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable LawAgreement.

Agreement to Tender. Subject to the terms of this AgreementStockholder shall duly tender, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer Offer, all of such Stockholder’s Subject Shares Securities pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below); provided that the Common Stock Offer Price and/or the Preferred Stock Offer Price does not decrease. Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders On or prior to the expiration of the OfferExpiration Date, each Stockholder shall validly and irrevocably tender or cause (i) deliver to be validly and irrevocably tendered the depositary designated in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to (the terms of the Offer “Depositary”) (aA) a letter letter(s) of transmittal with respect to all of such Stockholder’s Subject Shares Securities complying with the terms of the Offer, (bB) a certificate or certificates representing all such Subject Shares that are certificated Securities or, in the case of a book-entry share transfer of any uncertificated Subject SharesSecurities, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent Depositary may reasonably request) and (cC) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any and/or (ii) instruct Stockholder’s broker or such other Person that is the holder of such record of Stockholder’s Subject Shares Securities to tender such Subject Securities pursuant to and in accordance with the terms of the Offer. Stockholder shall duly tender to Purchaser during any Subsequent Offering Period provided by Purchaser in accordance with the terms of the Offer, all of the Subject Securities, if any, which shall have been issued or otherwise acquired by Stockholder after the expiration of the Offer. Stockholder agrees that once Stockholder’s Subject Securities are tenderedtendered pursuant to the terms hereof, such Stockholder will not withdraw any tender of such Subject Shares from the OfferSecurities, unless and until (x) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement, or (y) this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes 4.03 hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement Each Stockholder shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably duly tender (or cause to be validly and irrevocably tendered tendered), in the Offer Offer, all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, Offer free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below)Liens. Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below)Promptly, but in any event no event later than ten (10) Business Days after the last time at which the depositary can accept tenders prior to the expiration commencement of the OfferOffer (the “Tender Date”), each Stockholder shall validly and irrevocably tender (a) deliver (or cause to be validly and irrevocably tendered delivered) to the depositary designated in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to (the terms of the Offer “Depositary”) (ai) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bii) a certificate or certificates representing all such Subject Shares (or an affidavit of lost certificate with respect thereto that are certificated is reasonably satisfactory to the Depositary to the extent any of such certificates have been lost, misplaced or destroyed) or, in the case of a book-entry share transfer of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent Depositary may reasonably request) and (ciii) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any and/or (b) instruct such Stockholder’s broker or such other Person that is the holder of such record of Stockholder’s Subject Shares are tenderedto tender such Subject Shares pursuant to and in accordance with the terms of the Offer. If a Stockholder acquires Subject Shares after the Tender Date, such Stockholder will not withdraw shall tender (or cause to be tendered) such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer on or before the fifth (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i5th) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered Day prior to the expiration of the Offer and that or, if later, on or before the consummation second (2nd) Business Day after such acquisition but in any event prior to the expiration of the Offer. Each Stockholder agrees that once such Stockholder’s Subject Shares are tendered pursuant to the terms hereof, such Stockholder will not withdraw (or cause to be withdrawn) any tender of such Subject Shares, unless and until (A) the Offer occurs contemporaneously shall have been terminated or shall have expired, in each case, in accordance with the delivery terms of the Tender Notice. For the avoidance of doubtMerger Agreement, nothing in or (B) this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder Agreement shall have any obligation under this been terminated in accordance with Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law4.04.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each the Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such the Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (any liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of the Stockholder in respect of such Shares, except as defined below) except for Permitted Encumbrances (as defined below)provided hereunder or pursuant to any applicable restrictions on transfer under applicable securities laws. Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than 8 business days after, the last time at which commencement (within the depositary can accept tenders prior meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the expiration Offer or with respect to shares held in “street name” delivery of materials from the applicable nominee or broker providing executable instructions regarding tendering into the Offer), each the Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering (a) deliver pursuant to the terms of the Offer (ai) a letter of transmittal with respect to all of such the Stockholder’s Subject Shares complying with the terms of the Offer, (bii) a certificate Certificate (or effective affidavits of loss in lieu thereof) representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) and in the case of a Book-Entry Share, and/or (ciii) all other documents or instruments reasonably required to be delivered by other stockholders of the Company stockholders pursuant to the terms of the Offer or (b) instruct the Stockholder’s broker or such other Person that is the holder of record of any Shares beneficially owned by the Stockholder to tender such Shares pursuant to and in accordance with clause (a) of this Section 3 and the terms of the Offer. Each The Stockholder agrees that, once any of such the Stockholder’s Subject Shares are tendered, such the Stockholder will not withdraw any of such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.0211. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each The Stockholder shall not tender notify Parent as promptly as practicable (and in any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date event within 48 hours after receipt) in writing of the expiration number of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all any additional shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause which such Stockholder to violate any applicable Lawacquires beneficial or record ownership on or after the date hereof.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this the Merger Agreement shall have has been validly terminated in accordance with Section 5.02its terms, each Stockholder hereby agrees to validly accept the Offer with respect to all the Subject Shares of such Stockholder and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares that such Stockholder is permitted to tender under applicable Law pursuant to and in accordance with the terms of the Offer, free and clear of all Share Encumbrances (as defined below) except for Permitted Share Encumbrances (each as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten business days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the OfferOffer (or in the case of any After-Acquired Shares directly or indirectly issued to or acquired or otherwise beneficially owned by such Stockholder subsequent to such tenth business day, or in each case if such Stockholder has not received the Offer Documents by such time, no later than two business days after the acquisition of such After-Acquired Shares or receipt of the Offer Documents, as the case may be), each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer (a) a letter of transmittal (together with all other documents or instruments required to be delivered by Company stockholders pursuant to such letter) with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, Offer and (b) a certificate or certificates representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares that are Uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tenderedtendered in the Offer, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Payment Agent may reasonably request) and (c) all other documents request to effect or instruments reasonably required to be delivered by other Company stockholders pursuant to evidence the terms of the Offertransfer thereof. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this (i) the Merger Agreement shall have been validly terminated in accordance with Section 5.02. In its terms, (ii) the event Offer shall have been terminated, withdrawn or shall have expired, or (iii) this Agreement has shall have been validly terminated in accordance with Section 5.025.2 hereof. Upon the occurrence of (i), (ii) or (iii) in the preceding sentence, Parent and Acquisition Sub shall promptly return return, and shall cause the Payment Agent to the Stockholder promptly return, all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such by Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement Each Stockholder shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably duly tender (or cause to be validly and irrevocably tendered tendered), in the Offer Offer, all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, Offer free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below)Liens. Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below)Promptly, but in any event no event later than ten (10) Business Days after the last time at which the depositary can accept tenders prior to the expiration commencement of the OfferOffer (the “Tender Date”), each Stockholder shall validly and irrevocably tender (i) deliver (or cause to be validly and irrevocably tendered delivered) to the depositary designated in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to (the terms of the Offer “Depositary”) (aA) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bB) a certificate or certificates representing all such Subject Shares (or an affidavit of lost certificate with respect thereto that are certificated is reasonably satisfactory to the Depositary to the extent any of such certificates have been lost, misplaced or destroyed) or, in the case of a book-entry share transfer of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent Depositary may reasonably request) and (cC) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any and/or (ii) instruct such Stockholder’s broker or such other Person that is the holder of such record of Stockholder’s Subject Shares are tenderedto tender such Subject Shares pursuant to and in accordance with the terms of the Offer. If a Stockholder acquires Subject Shares after the Tender Date, such Stockholder will not withdraw shall tender (or cause to be tendered) such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer on or before the fifth (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i5th) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered Day prior to the expiration of the Offer and that or, if later, on or before the consummation second (2nd) Business Day after such acquisition but in any event prior to the expiration of the Offer. Each Stockholder agrees that once such Stockholder’s Subject Shares are tendered pursuant to the terms hereof, such Stockholder will not withdraw (or cause to be withdrawn) any tender of such Subject Shares, unless and until (x) the Offer occurs contemporaneously shall have been terminated or shall have expired, in each case, in accordance with the delivery terms of the Tender Notice. For the avoidance of doubtMerger Agreement, nothing in or (y) this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder Agreement shall have any obligation under this been terminated in accordance with Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law4.04.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for other than Permitted Encumbrances (as defined belowEncumbrances). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten Business Days after, the last time at which the depositary can accept tenders prior to the expiration commencement of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer all of the Subject Shares owned by the Stockholder as of the date of such tender (athe “Tender Date”) and all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer, including (A) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, Offer and (bB) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of or an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares. If any Stockholder acquires any Subject Shares after the Tender Date, such Stockholder shall tender into the Offer such Subject Shares prior to the earlier of (x) three Business Days following the date that the Stockholder shall acquire such Subject Shares and (cy) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the OfferExpiration Date. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will shall not withdraw any of such Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement, (B) the Merger Agreement is terminated, pursuant to its terms, prior to the purchase of the Subject Shares in the Offer, (C) the Company Board shall have made an Adverse Recommendation Change (solely in connection with a Competing Proposal), or (D) this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms; provided, each however, that a Stockholder shall not tender be required to (x) exercise any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For unexercised Company Options for the purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to or (y) tender any Subject Shares into the Offer if that such tender would could cause such Stockholder to violate any applicable Lawincur liability under Section 16(b) of the Exchange Act (provided, however, for the avoidance of doubt, that nothing in this Section 1.1 shall be deemed a waiver or an amendment of the provisions set forth in Section 5.10 of the Merger Agreement).

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) Liens except for Permitted Encumbrances Liens (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than 15 Business Days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, in respect of New Shares, no later than the earlier of (i) 5 Business Days of the Stockholder acquiring such New Shares and (ii) the expiration of the Offer), each Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated orcertificated, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably instruments, to the extent applicable, required to be delivered by other Company stockholders pursuant to the terms of the OfferOffer in order to effect the valid tender of the Subject Shares (it being understood that this sentence shall not apply to Company Stock Options that are not exercised during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary5.2. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoingclarity, no Stockholder shall have be required to exercise (or be prohibited from exercising) any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause unexercised Company Stock Options held by such Stockholder in order to violate comply with any provision of this Agreement, but any New Shares that result from the settlement of any Company Stock Option exercised by Stockholder and settled during the term of this Agreement shall immediately upon such settlement become subject to those provisions of this Agreement that are not otherwise applicable Lawto unexercised Company Stock Options.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each (a) Each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for (other than Permitted Encumbrances (as defined below)). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten business days after, the last time at which the depositary can accept tenders prior to the expiration receipt of Offer documents in the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer all of the Subject Shares owned by the Stockholder as of the date of such tender (athe “Tender Date”) and all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer, including (A) a properly completed letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, and (bB) a certificate representing all such Stockholder’s Subject Shares that are certificated or, in the case of a Subject Shares that are book-entry share of any shares or uncertificated Subject Sharesshares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tenderedtendered into the Offer, subject to the terms of this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Depository Agent may reasonably request). If any Stockholder acquires any Subject Shares after the Tender Date, such Stockholder shall tender into the Offer such Subject Shares prior to the earlier of (x) five business days following the date that the Stockholder shall acquire such Subject Shares and (cy) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the OfferExpiration Date. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will shall not withdraw any of such Subject Shares from the Offer, unless and until (A) the Merger Agreement is terminated prior to the purchase of the Subject Shares in the Offer, or (B) this Agreement shall have been validly terminated in accordance with Section 5.025.2. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return Notwithstanding anything to the contrary herein, (x) nothing herein shall require any Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not to exercise or tender any of such Stockholder’s Subject Shares into unexercised Company Options, or prohibit Stockholder from exercising any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereofCompany Options, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer and (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (iy) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 Agreement to tender (or cause to be tendered) any Subject Shares into to the Offer if that extent such tender would reasonably be expected to cause the Stockholder to incur liability under Section 16(b) of the Exchange Act. Each Stockholder agrees that (i) on and after the date hereof, such Stockholder shall not take any action, or omit to violate take any applicable Lawaction, that would cause the tender of such Stockholder’s Subject Shares to result in liability for such Stockholder under Section 16(b) of the Exchange Act and (ii) such Stockholder has identified on Schedule A hereto any purchases of Company Common Stock by such Stockholder during the prior six months that would be required to be matched with the tender of such Stockholder’s Subject Shares for purposes of determining liability under Section 16(b) of the Exchange Act.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.025.2, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (other than (x) Company Options that are not exercised during the term of this Agreement and (y) Company RSUs that do not vest or pursuant to which the underlying shares otherwise are not issued to the Stockholder during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable, but in no event later than five (5) business days after the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the OfferOffer (it being understood that this sentence shall not apply to (x) Company Options that are not exercised during the term of this Agreement and (y) Company RSUs that do not vest or pursuant to which the underlying shares otherwise are not issued to the Stockholder during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.025.2. In the event this Agreement has been validly terminated in accordance with Section 5.025.2, Purchaser shall, and Parent shall cause Purchaser to, promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent Parent, Purchaser or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date other Subsidiary of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable LawParent.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each (a) The Stockholder agrees to validly accept the Offer with respect to all the Shares beneficially owned by the Stockholder and irrevocably tender to tender, or cause to be validly and irrevocably tendered in the Offer tendered, all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the OfferShares, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below)any Liens, pursuant to the Offer. Such tender shall be made no later than the 5th business day after commencement of the Offer. Without limiting the generality of the foregoing, promptly after the Tender Notice Stockholder shall (as defined below), but in no event later than the last time at which the depositary can accept tenders prior i) deliver to the expiration of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to the terms of the Offer Paying Agent (aA) a letter of transmittal with respect to all of such the Stockholder’s Subject Shares complying with the terms of the Offer, (bB) to the extent applicable, a certificate Certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (cC) all other documents or instruments reasonably required to be delivered by other holders of Company stockholders Common Stock pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such or (ii) instruct and otherwise use reasonable efforts to cause the Stockholder’s Subject Shares are tenderedbroker and, if applicable, such Stockholder will not withdraw other person that is the holder of record of any Shares beneficially owned by the Stockholder, to tender such Subject Shares from pursuant to and in accordance with this Section 1.01(a) and the terms of the Offer. The Stockholder shall not withdraw, or cause to be withdrawn, any Shares tendered pursuant to the Offer unless and until this Agreement shall have been validly is terminated pursuant to Section 4.01 or the Offer is terminated in accordance with Section 5.02the terms of the Merger Agreement. In Merger Sub shall pay the event this Agreement has been validly terminated Stockholder for any Shares tendered (and not withdrawn) in accordance with Section 5.02the provisions of the Merger Agreement. The Stockholder agrees to (x) permit Parent and Merger Sub to publish and disclose in the Offer Documents and any Proxy Statement (including all related documents and schedules filed with the SEC), its identity and ownership of shares of Common Stock of the Company, the nature of its commitments under this Agreement and any other information required by applicable Law or that Parent may reasonably request, in each case subject to the Stockholder’s prior approval (not to be unreasonably withheld) and (y) promptly provide to Parent or Merger Sub, as applicable, any such information. The Stockholder shall promptly return to notify Parent of any required corrections of which the Stockholder all Subject Shares becomes aware with respect to any written information supplied by it specifically for use in any such Stockholder tendered in the Offer. At all times commencing with the date hereof disclosure document, if and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions any shall have become false or misleading in any material respect. The Stockholder shall not issue any press release or make any other public statement with respect to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived transactions contemplated by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered and the Merger Agreement without the prior to written consent of Parent, except as such release or statement may be required by applicable Law or the expiration rules and regulations of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable LawUnited States securities exchange or regulatory or Governmental Entity to which Stockholder is subject or submits.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (for clarity, other than Company Stock Options and Company RSU Awards, in each case, that are outstanding and unexercised or unsettled (as applicable) immediately prior to the Expiration Date) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) Liens except for Permitted Encumbrances Liens (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than (1) the last time at which later of fifteen (15) Business Days after the depositary can accept tenders commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer or the date of delivery of the letter of transmittal with respect to the Offer or, with respect to shares held in “street name”, the date of delivery of materials from the applicable nominee or broker providing executable instructions regarding tendering into the Offer (but in any event prior to the expiration Expiration Date) or (2) in respect of New Shares, no later than the earlier of (i) five (5) Business Days of the OfferStockholder acquiring such New Shares and (ii) the Expiration Date, each Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of delivered (whether by providing instruction to such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares free and clear of all Encumbrances except for Permitted Encumbrancesbeneficially owned by such Stockholder, including by delivering or otherwise) pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of Subject Shares that are represented by book-entry, and (c) all other documents or instruments reasonably instruments, to the extent applicable, required to be delivered by other shareholders of the Company stockholders pursuant to the terms of the OfferOffer in order to effect the valid tender of the Subject Shares (it being understood that this sentence shall not apply to Company Stock Options or Company RSU Awards, in each case, that are outstanding and unexercised or unsettled (as applicable) immediately prior to the Expiration Date). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw or cause to be withdrawn any such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.025.2. In the event this Agreement has been validly terminated in accordance with Section 5.02For clarity, Parent no Stockholder shall promptly return be required to the Stockholder all Subject Shares exercise (or be prohibited from exercising) any unexercised Company Stock Options held by such Stockholder tendered in order to comply with any provision of this Agreement, but any New Shares that are issued during the Offer. At all times commencing with the date hereof and continuing until the valid termination term of this Agreement in accordance connection with its terms, each Stockholder the exercise of any Company Stock Option or settlement of any Company RSU Award shall not tender any of immediately upon such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent issuance become subject to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 those provisions of this Agreement that are tendered prior not otherwise applicable to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Lawunexercised Company Stock Options or unsettled Company RSU Awards.

Agreement to Tender. Subject to (a) Each of the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder Shareholders hereby agrees to validly and irrevocably tender (or cause to be validly and irrevocably tendered in the Offer all record owner of such Stockholder’s Subject shares to validly tender) such Shareholder's Shares pursuant to and in accordance with the Offer (as defined in the Merger Agreement) within two days of the receipt of Buyer's offer to purchase relating to the Offer. Upon receipt of written instructions from the Buyer, each Shareholder shall promptly deliver to the depositary (the "Depositary") designated in the Offer (i) a letter of transmittal with respect to such Shareholder's Shares complying with the terms of the Offer, free and clear of all Encumbrances (as defined below) except Offer together with instructions directing the Depositary to make payment for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders prior such Shares directly to the expiration of Shareholder (but if such Shares are not accepted for payment or are withdrawn and are to be returned pursuant to the Offer, each Stockholder to return such Shares to such Shareholder whereupon they shall validly and irrevocably tender or cause continue to be validly held by such Shareholder subject to the terms and irrevocably tendered in conditions of this Agreement), (ii) the Offer Certificates representing such Shareholder's Shares and (iii) all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering other documents or instruments required to be delivered pursuant to the terms of the Offer (asuch documents in clauses (i) through (iii) collectively being hereinafter referred to as the "Tender Documents"). Tender by a letter of transmittal with respect Shareholder pursuant to all of this Section 1.4(a) shall suspend such Stockholder’s Subject Shareholder's further obligations under this Agreement unless and until such tendered Shareholder's Shares complying with the terms of are not accepted for payment or are withdrawn and are to be returned to such Shareholder pursuant to the Offer, (b) a certificate representing in which event, the Shareholder's further obligations under this Agreement shall be reinstated in full force and effect. For all such Subject its Shares that are certificated or, validly tendered in the case of a book-entry share of any uncertificated Subject SharesOffer and not withdrawn, written instructions each Shareholder will be entitled to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as receive the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably required to be delivered highest price paid by other Company stockholders Buyer pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return as such Offer may be amended from time to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Noticetime. Notwithstanding the foregoing, no Stockholder tender of any Shares subject to pledge shall have be subject to Buyer's agreement to enter into an escrow or other arrangement satisfactory to the pledgee-lender to facilitate the satisfaction of debt obligations with respect to any obligation under this Section 1.01 such pledged Shares. Each Shareholder agrees to tender execute any Subject Shares into documentation to effectuate such escrow or other arrangement provided that such documentation preserves the Offer if that tender would cause rights of such Stockholder to violate any applicable Lawtendering Shareholder hereunder.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder hereby agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten Business Days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the OfferOffer (or in the case of any shares of Company Common Stock acquired by such Stockholder subsequent to such tenth Business Day, or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be), each Stockholder shall validly and irrevocably tender (a) deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (ai) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bii) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject SharesBook Entry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) with respect to such Subject Shares, and (ciii) all other documents or instruments that Parent or Purchaser may reasonably required require or request in order to be delivered effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer, and (b) instruct such Stockholder’s broker or such other Person that is the holder of record of any Shares beneficially owned by the Stockholder to tender such Shares free and clear of all Encumbrances (other Company stockholders pursuant to than Permitted Encumbrances) in accordance with this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the OfferOffer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.026.2. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return Each Stockholder acknowledges and agrees that Purchaser’s obligation to the Stockholder all Subject accept for payment Shares such Stockholder tendered in into the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender including any Subject Shares into tendered by the Offer if that tender would cause such Stockholder Stockholder, is subject to violate any applicable Lawthe terms and conditions of the Merger Agreement.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder (other than Xxxx X. Xxxxx, Xxxx Xxxxxxx and Xxxxxxx X. xx Xxxxxxxx) agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (other than Options that are not exercised during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the Offer, each Stockholder (other than Xxxx X. Xxxxx, Xxxx Xxxxxxx and Xxxxxxx X. xx Xxxxxxxx) shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) ), and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the OfferOffer (it being understood that this sentence shall not apply to Options that are not exercised during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw or will cause not to be withdrawn such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law5.2.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder hereby agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) Liens except for Permitted Encumbrances Liens (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which commencement (within the depositary can accept tenders meaning of Rule 14d-2 under the Exchange Act) of the Offer (or in the case of any shares of Company Common Stock acquired by such Stockholder subsequent to such tenth (10th) Business Day, or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be (but, if such shares are acquired or such Offer Documents are received prior to the expiration of the Offer, in no event later than expiration of the Offer)), each Stockholder shall validly and irrevocably tender shall: (a) deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (ai) in the case of Subject Shares represented by a Certificate, a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (btogether with the Certificate(s) a certificate representing all such Subject Shares that are certificated orcertificated, (ii) in the case of a bookBook-entry share of any uncertificated Subject SharesEntry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, tendered and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) with respect to such Subject Shares, and (ciii) all other documents or instruments reasonably required by the terms of the Offer in order to be delivered by other Company stockholders pursuant to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer; and (b) use its reasonable best efforts to cause such Stockholder’s broker, dealer or other nominee to promptly validly and irrevocably tender all of such Stockholder’s Subject Shares in the Offer, pursuant to and in accordance with the terms of clause (a) of this sentence. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the OfferOffer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law5.2.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder of the Stockholders agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject the Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) any Encumbrances, claims, proxies, voting trusts or Contracts, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of the Stockholders in respect of such Shares, except for Permitted Encumbrances (as defined below)Encumbrances. Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than 5 Business Days after the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 promulgated under the expiration Exchange Act) of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering (a) deliver pursuant to the terms of the Offer (ai) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bii) a certificate (or effective affidavits of loss in lieu thereof) representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Depository Agent may reasonably request) in the case of Book-Entry Evidence, and (ciii) all other documents or instruments reasonably required to be delivered by other stockholders of the Company stockholders pursuant to the terms of the Offer or as Parent may reasonably require or request in order to effect the valid tender of all Shares in accordance with the terms of the Offer or (b) cause the Stockholders’ broker or such other Person that is the holder of record of any Shares beneficially owned by the Stockholders to validly tender such Shares pursuant to and in accordance with clause (a) of this Section 3 and the terms of the Offer. Each Stockholder of the Stockholders agrees that, once any of such Stockholder’s Subject its Shares are tendered, such Stockholder will not withdraw and will not cause or allow to be withdrawn any of such Subject Shares from the OfferOffer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.0212. In the The Stockholders shall notify Parent as promptly as practicable (and in any event this Agreement has been validly terminated within 48 hours after receipt) in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date writing of the expiration number of the Offer any additional Shares (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all including shares of Company Common Stock to be tendered pursuant to Section 1.01 Stock) of this which any Stockholder acquires beneficial or record ownership on or after the date hereof. If the Offer is terminated or withdrawn by Acquisition Sub or the Merger Agreement are tendered is terminated prior to the expiration purchase of the Offer Shares in the Offer, Parent and that Acquisition Sub shall promptly return, and shall cause any depository or paying agent, acting on behalf of Parent and Acquisition Sub, to promptly return all tendered Shares to the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable LawStockholders.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.025.2, each Stockholder agrees (i) to promptly (and, in any event, not later than ten (10) Business Days after commencement of the Offer) validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (other than a number of such Stockholder’s Subject Shares which does not exceed the maximum number of Subject Shares permitted to be Transferred pursuant to Section 4.1(b) hereof, provided that any such Subject Shares shall be tendered into the Offer by the transferee thereof as provided therein or, in the event the Stockholder determines not to Transfer any or all Subject Shares pursuant to Section 4.1(b), such Stockholder shall promptly (and in any event within two (2) Business Days following such determination), tender such Subject Shares into the Offer as provided herein) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). and (ii) if such Stockholder acquires any additional Subject Shares after the tenth Business Day following commencement of the Offer, to promptly (and, in any event, not later than two (2) Business Days after Stockholder acquires beneficial ownership of such additional Subject Shares, but in no event later than the last time at which the depositary can accept tendered shares of Common Stock prior to the expiration of the Offer) validly tender or cause to be validly tendered into the Offer all of such Stockholders’ additional Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, promptly after the Tender Notice ) (as defined below), but in no event later than the last time at which the depositary can accept tenders prior to the expiration of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated (i) or (ii), other than such Stockholder’s (x) Company Options that are not exercised prior to the date on which such Stockholder tenders such Subject Shares, written instructions (y) Company RSUs, and (z) prior to the exercise of such Company Options or the issuance of shares of Common Stock in connection with the vesting of Company RSUs, the shares of Common Stock subject to such Company Options and Company RSUs (the securities referenced in clauses (x), (y) and (z), such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the OfferExcluded Securities”)). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw withdraw, and not cause to be withdrawn, such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.025.2. In the event this Agreement has been validly terminated in accordance with Section 5.025.2, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent Parent, Merger Sub or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date other Subsidiary of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable LawParent.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder hereby agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) Liens except for Permitted Encumbrances Liens (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) business days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the OfferOffer (or in the case of any shares of Company Common Stock or Company Options acquired by such Stockholder subsequent to such tenth (10th) business day, or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be), each Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) with respect to such Subject Shares, and (c) all other documents or instruments that Parent or Merger Sub may reasonably required require or request in order to be delivered by other Company stockholders pursuant to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the OfferOffer (it being understood that this sentence shall not apply to Company Stock Options that are not exercised during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the OfferOffer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.025.2. In the event this Agreement has been validly terminated in accordance with Section 5.02For clarity, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each no Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided thatrequired, for purposes of the Tender Notice onlythis Agreement, the satisfaction of the Minimum Condition shall be tested assuming that all shares of to exercise any unexercised Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause Options held by such Stockholder to violate any applicable LawStockholder.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each the Stockholder hereby agrees to validly and irrevocably irrevocably, subject to termination of this Agreement, tender or cause to be validly and irrevocably irrevocably, subject to termination of this Agreement, tendered in into the Offer all of such Stockholder’s the Subject Shares (other than Company Stock Options that are not exercised prior to the Acceptance Time) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) Liens except for Permitted Encumbrances Stockholder Liens (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which commencement (within the depositary can accept tenders meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, in the case of any Shares acquired by the Stockholder subsequent to such date, within two (2) Business Days after the acquisition of such Shares and in any event prior to the expiration Outside Date), or, if later, two (2) Business Days after receipt of the OfferOffer Documents (or, each in the case of any Shares acquired by the Stockholder subsequent to such date, within two (2) Business Days after the acquisition of such Shares and in any event prior to the Outside Date), the Stockholder shall validly and irrevocably tender (a) deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrancesdelivered, including by delivering pursuant to the terms of the Offer Offer, (ai) a letter of transmittal with respect to all of such Stockholder’s the Subject Shares complying with the terms of the Offer, and (bii) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer Certificate or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” message (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of any Book-Entry Share representing the Subject Shares, and (cb) take all other documents or instruments reasonably action required to validly tender or cause to be delivered by other Company stockholders pursuant to validly tendered into the terms Offer all of the OfferSubject Shares. Each The Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will shall not withdraw and shall cause not be withdrawn such Subject Shares from the OfferOffer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return 5.1. The Stockholder acknowledges and agrees that Purchaser’s obligation to the Stockholder all Subject accept for payment Shares such Stockholder tendered in into the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender including any Subject Shares into tendered by Stockholder, is subject to the Offer if that tender would cause such Stockholder to violate any applicable Lawterms and conditions of the Merger Agreement.

Agreement to Tender. Subject Immediately prior to the terms expiration of this Agreementthe Offer, unless and until this Agreement subject to receipt by Stockholder from Guarantor, Parent and Acquisition Sub of irrevocable confirmation in writing that (i) each provider of Available Financing has irrevocably confirmed to Acquisition Sub in writing that (assuming concurrent funding from each other provider of Available Financing) it is prepared to fund the Available Financing, subject to and substantially concurrently with the last to occur of the following steps, which shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably occur substantially concurrently: the acceptance for payment of all shares of Common Stock tendered in the Offer Offer, the issuance of shares of Common Stock upon the exercise of the Top-Up Option (if applicable) and the filing of the Certificate of Merger with the Delaware Secretary of State and satisfactory evidence of acceptance thereof; and (ii) Guarantor, Parent and Acquisition Sub will immediately take all actions necessary to satisfy such conditions to funding the Available Financing and will (assuming the issuance of such Stockholder’s Subject shares of Common Stock upon the exercise of the Top-Up Option (if applicable)) immediately thereafter make payment in full for all Shares accepted for payment in the Offer, Stockholder shall validly immediately tender (and shall not withdraw), pursuant to and in accordance with the terms of the Offer and the Offer Documents, Stockholder’s Covered Shares into the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality In furtherance of the foregoing, promptly after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders prior to the expiration of the Offer, each Stockholder shall validly and irrevocably tender (i) deliver or cause to be validly and irrevocably tendered delivered to the depositary designated in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to the terms of the Offer Documents (aA) a letter of transmittal with respect to all of such Stockholder’s Subject Covered Shares in the form included in the Offer Documents and otherwise complying with the terms of the Offer, (bB) a certificate certificates representing all such Subject Covered Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (cC) any and all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees thatOffer or the Offer Documents, once (ii) instruct and cause any other Person who is the record holder of any such Covered Shares (including Stockholder’s Subject broker) to validly tender (and not withdraw) such Covered Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless pursuant to and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof terms and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery Documents, (iii) use reasonable best efforts to cause any such Covered Shares that are held in “street name” or book-entry form to be certificated for purposes of the Tender Notice. For the avoidance of doubttendering such Covered Shares hereunder, nothing in this Section 1.01 shall obligate Parent and (iv) take any and all other actions reasonably necessary to deliver a Tender Notice. Notwithstanding accomplish the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to the terms of this Agreement, unless and until Unless this Agreement shall have been validly terminated in accordance with Section 5.02its terms, each Stockholder agrees to validly and irrevocably tender or cause instruct such Stockholder’s broker or such other Person that is the holder of record of such Shareholder’s Subject Shares to be validly and irrevocably tendered tender in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice as practicable (as defined below), but in no event later than ten (10) business days ) following the last time at which the depositary can accept tenders prior to the expiration commencement of the OfferOffer (or if a Shareholder has not received the Offer Documents by such time, within three (3) business days following receipt of such documents), each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering (a) deliver pursuant to the terms of the Offer (ai) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bii) a certificate Certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of any Subject Shares that are Book Entry Shares and (ciii) all other documents or instruments reasonably required to be delivered by other Company stockholders holders of Shares pursuant to the terms of the Offer, or (b) if applicable, instruct such Stockholder’s broker or such other Person that is the holder of record of such Stockholder’s Subject Shares to tender such Subject Shares pursuant to and in accordance with clause (a) of this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw any of such Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms. In the event that the Company Board or any committee thereof shall have made a Change of Recommendation and Parent has not terminated the Merger Agreement in connection therewith, each Stockholder shall not tender any the covenants, obligations, representations and warranties of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing set forth in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoingAgreement, no Stockholder shall have any obligation under including this Section 1.01 1.1, shall continue to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Lawapply.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each the Stockholder hereby agrees to validly accept the Offer with respect to all the Covered Shares of the Stockholder and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject the Covered Shares that the Stockholder is permitted to tender under applicable Law pursuant to and in accordance with the terms of the Offer, free and clear of any and all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below)Liens, other than those created by this Agreement or restrictions on transfer of general applicability arising under applicable securities Laws. Without limiting the generality of the foregoing, promptly no later than fifteen Business Days, after the Tender Notice commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or in the case of any After-Acquired Shares (as defined below) directly or indirectly issued to or acquired or otherwise beneficially owned by the Stockholder subsequent to such fifteenth Business Day, or in each case if the Stockholder has not received the Offer Documents by such time, no later than two Business Days after the acquisition of such After-Acquired Shares or receipt of the Offer Documents, as the case may be), but in no event later than the last time at which the depositary can accept tenders prior to the expiration of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer (a) a letter of transmittal (together with all other documents or instruments required to be delivered by stockholders of the Company pursuant to such letter) with respect to all of such Stockholder’s Subject the Covered Shares complying with the terms (or After-Acquired Shares, as applicable) of the Offer, Stockholder and (b) a certificate or certificates representing all such Subject Shares shares that are certificated or, in the case of a bookshares that are Book-entry share of any uncertificated Subject Entry Shares, written instructions to such the Stockholder’s broker, dealer or other nominee that such Subject Shares shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of tendered in the Offer. Each The Stockholder agrees that, once any of such the Stockholder’s Subject Covered Shares are tendered, such the Stockholder will shall not withdraw such Subject Covered Shares from the Offer, unless and until this Agreement shall have been validly terminated any event described in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02clause (iii), Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender (iv) or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date (v) of the expiration definition of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law“Termination Date” has occurred.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder hereby agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered irrevocablytendered in the Offer all of such Stockholder’s Subject Shares (other than RSUs that are not vested and Company Stock Options that are not exercised during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) business days after, the last time at which commencement (within the depositary can accept tenders meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, in the case of any Shares acquired by such Stockholder subsequent to such tenth (10th) business day, within two business days after the acquisition of such Shares and in any event prior to the expiration of the OfferEnd Date), each Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a bookBook-entry share Entry Share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) with respect to such Subject Shares, and (c) all other customary documents or instruments that Parent or Purchaser may reasonably required require or request in order to be delivered by other Company stockholders pursuant to effect the terms of the Offer. Each Stockholder agrees that, once any valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer (it being understood that this sentence shall not apply to RSUs that are tendered, not vested and Company Stock Options that are not exercised during the term of this Agreement). Each Stockholder agrees that such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the OfferOffer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to the terms of this Agreement, unless and until Unless this Agreement shall have been validly is terminated in accordance with Section 5.02its terms, each Stockholder agrees to validly and irrevocably shall duly tender (or cause to be validly and irrevocably tendered tendered), in the Offer Offer, all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, Offer free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below)Liens. Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below)Promptly, but in any event no event later than the last time at which tenth (10th) Business Day after the depositary can accept tenders prior to the expiration commencement of the OfferOffer (such tenth (10th) Business Day, the “Tender Date”), each Stockholder shall validly and irrevocably tender (i) deliver (or cause to be validly and irrevocably tendered delivered) to the depositary designated in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to (the terms of the Offer “Depositary”) (aA) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bB) a certificate or certificates representing all such Subject Shares (or an affidavit of lost certificate with respect thereto that are certificated is reasonably satisfactory to the Depositary to the extent any of such certificates have been lost, misplaced or destroyed) or, in the case of a book-entry share transfer of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent Depositary may reasonably request) and (cC) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any and/or (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of such Stockholder’s Subject Shares to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. If a Stockholder acquires Subject Shares after the Tender Date, such Stockholder shall tender (or cause to be tendered) such Subject Shares into the Offer as promptly as practicable after such Subject Shares are tenderedacquired but in any event prior to the expiration of the Offer. Each Stockholder agrees that once such Stockholder’s Subject Shares are tendered pursuant to the terms hereof, such Stockholder will not withdraw (or cause to be withdrawn) any tender of such Subject Shares from the OfferShares, unless and until (x) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement, or (y) this Agreement shall have been validly terminated in accordance with Section 5.024.04 hereof. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return Notwithstanding anything to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its termscontrary contained herein, each a Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided thatrequired, for purposes of the Tender Notice onlythis Agreement, the satisfaction of the Minimum Condition shall be tested assuming that all shares of to exercise any unexercised Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 Options or to tender any Subject shares underlying unvested Company RSU’s or any unvested Company Restricted Shares into the Offer if that tender would cause are still subject to restrictions, in each case held by such Stockholder to violate any applicable LawStockholder.

Agreement to Tender. Subject to the terms of this Agreement, unless Agreement and until this Agreement shall have been validly terminated in accordance other than with Section 5.02respect to Rollover Shares, each Stockholder agrees (i) to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares if no Company Adverse Change Recommendation has occurred and is continuing or (ii) to validly tender or cause to be tendered in the Offer at least the Recommendation Change Requirement (rounded up to the nearest whole number of Shares) of Shares held by such Stockholder as set forth opposite such Stockholder’s name on Schedule A (as applicable, the “Recommendation Change Requirement”) if a Company Adverse Change Recommendation has occurred, pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for other than Permitted Encumbrances (as defined belowEncumbrances). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which commencement (within the depositary can accept tenders prior meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the expiration of the Offer), each Stockholder shall validly and irrevocably tender or cause shall, other than with respect to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted EncumbrancesRollover Shares, including by delivering (i) deliver pursuant to the terms of the Offer (aA) a letter of transmittal with respect to all of such Stockholder’s Subject Shares or Recommendation Change Requirement, as applicable, complying with the terms of the Offer, (bB) a certificate Certificate or Certificates (or affidavits of loss in lieu thereof) representing all such Subject Shares that are certificated oror Recommendation Change Requirement, in the case of a book-entry share of any uncertificated Subject Sharesas applicable, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of a Book-Entry Share, and (cC) all other documents or instruments reasonably required to be delivered by other stockholders of the Company stockholders pursuant to the terms of the Offer and/or (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of any Shares or Recommendation Change Requirement, as applicable, beneficially owned by such Stockholder to tender such Shares or Recommendation Change Requirement, as applicable, pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw or cause to be withdrawn any of such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement 5.2 or if a Company Adverse Change Recommendation is made after a Stockholder has been validly terminated in accordance with Section 5.02tendered its shares, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with may withdraw its terms, each Stockholder shall not tender any of Shares provided that such Stockholder’s Subject Recommendation Change Requirement remains tendered and such Stockholder shall tender such withdrawn Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City at such time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, Adverse Change Recommendation is no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Lawlonger continuing.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (other than Warrants and Options that are not exercised during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below); provided, that if the representations and warranties of the Stockholders in Section 2.3 of this Agreement and/or of the Company in Section 4.02 of the Merger Agreement are inaccurate (and/or Parent or Merger Sub may be deemed to be the “owner” of any other shares of “voting stock” of the Company (as such terms are defined in Section 203 of the Delaware General Corporation Law (“Section 203”)) as of the time that the Board of Directors of the Company approved the Merger Agreement), and, as a result, as of the time that the Board of Directors of the Company approved the Merger Agreement, the number of Subject Shares (plus any other shares of “voting stock” of the Company of which Parent or Merger Sub may be deemed the “owner” as of the time that the Board of Directors of the Company approved the Merger Agreement) equals or exceed 15% of the outstanding “voting stock” of the Company (the “Threshold”), the number of Subject Shares shall be deemed to be reduced, pro rata across all Stockholders, such that the number of Subject Shares (plus any other shares of “voting stock” of the Company of which Parent or Merger Sub may be deemed the “owner” as of the time that the Board of Directors of the Company approved the Merger Agreement) is one share less than the Threshold. Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares, and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the OfferOffer (it being understood that this sentence shall not apply to Warrants and Options that are not exercised during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law5.2.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder hereby agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (other than RSUs that are not vested and Company Options and Company Warrants that are not exercised during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) Encumbrances, except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which commencement (within the depositary can accept tenders meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, in the case of any Shares acquired by such Stockholder subsequent to such tenth (10th) Business Day, within two (2) Business Days after the acquisition of such Shares and in any event prior to the expiration of the OfferEnd Date), each Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share Book Entry Share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) with respect to such Subject Shares, and (c) all other customary documents or instruments that Parent or Purchaser may reasonably required require or request in order to be delivered by other Company stockholders pursuant to effect the terms of the Offer. Each Stockholder agrees that, once any valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer (it being understood that this sentence shall not apply to RSUs that are tendered, not vested and Company Options and Company Warrants that are not exercised during the term of this Agreement). Each Stockholder agrees that such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the OfferOffer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than five (5) Business Days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the OfferOffer (or in the case of any After-Acquired Shares directly or indirectly acquired subsequent to such fifth (5th) Business Day, no later than two (2) Business Days after such acquisition), each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) ), and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the OfferOffer (it being understood that this sentence shall not apply to Company Stock Options that are not exercised during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated with respect to such Stockholder in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law5.2.

Agreement to Tender. Subject to the terms of this Agreement, unless and until Unless this Agreement shall have been validly terminated in accordance with Section 5.02its terms, each Stockholder agrees to shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly as practicable after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders prior to the expiration receipt by such Stockholder of the Offer, each Stockholder shall validly and irrevocably tender all documents or cause instruments required to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (abut in any event no later than five (5) Business Days before the originally scheduled Acceptance Date), each Stockholder shall (i) deliver to the Paying Agent (A) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bB) a certificate Certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of a Book-Entry Share of any uncertificated Subject Shares, and (cC) all other documents or instruments reasonably required to be delivered by other Company stockholders Stockholders pursuant to the terms of the Offer, or (ii) instruct and otherwise use reasonable efforts to cause such Stockholder’s broker and cause such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw any of such Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated by Purchaser in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms; provided, each however, that (x) a Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided thatrequired, for purposes of the Tender Notice onlythis Agreement, the satisfaction of the Minimum Condition shall be tested assuming that all shares of to exercise any unexercised Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer Compensatory Award held by such Stockholder and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver (y) a Tender Notice. Notwithstanding the foregoing, no Stockholder shall not have any obligation under this Section 1.01 1.1 to tender any Subject Shares into the Offer to extent such shares constitute Company Restricted Stock Awards or if that tender would could cause such Stockholder to violate incur liability under Section 16(b) of the Exchange Act. Notwithstanding anything to the contrary contained herein, the obligations of each Stockholder under this Agreement are several and not joint with any applicable Lawother Stockholder.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each (a) Each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares shares of Company Common Stock that are Applicable Securities (including all shares of Company Common Stock issued or issuable with respect to a Pubco Exercise to be made by such Stockholder pursuant to Section 1.1(b), a Pubco Offer Redemption to be made by such Stockholder pursuant to Section 1.1(c) or otherwise), pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for (other than Permitted Encumbrances (as defined below)). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which the depositary can accept tenders prior to the expiration commencement of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering (i) deliver pursuant to the terms of the Offer (aA) a letter of transmittal with respect to all of such Stockholder’s Subject Shares shares of Company Common Stock (including any shares of Company Common Stock issued or issuable with respect to a Pubco Exercise to be made by such Stockholder pursuant to Section 1.1(b) or a Pubco Offer Redemption to be made by such Stockholder pursuant to Section 1.1(c) or otherwise) complying with the terms of the Offer, (bB) a certificate Certificate representing all such Subject Shares that are certificated or, in the case shares of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer Company Common Stock or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent depository may reasonably request) in the case of a book-entry share of any uncertificated shares of Company Common Stock, and (cC) all other documents or instruments reasonably required to be delivered by other Company stockholders the Stockholders pursuant to the terms of the Offer, and (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of any shares of Company Common Stock beneficially owned by such Stockholder to tender all such shares of Company Common Stock pursuant to and in accordance with clause (i) of this Section 1 and the terms of the Offer, it being agreed that none of the Buyer Parties shall contest or dispute the effectiveness or validity of, or otherwise assert any failure to comply with the terms of the Offer with respect to, any tender of any shares of Company Common Stock issued or issuable with respect to a Pubco Exercise or Pubco Offer Redemption, or any action described in the foregoing clauses (i) or (ii) with respect to such tender, due to the fact that the Pubco Exercise or Pubco Offer Redemption, as applicable, shall be effective immediately prior to the Expiration Time. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares shares of Company Common Stock are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date shares of the expiration of the Offer Company Common Stock (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that including all shares of Company Common Stock issued or issuable with respect to a Pubco Exercise to be tendered made by such Stockholder pursuant to Section 1.01 of this Agreement are tendered prior 1.1(b), a Pubco Offer Redemption to be made by such Stockholder pursuant to Section 1.1(c) or otherwise) from the expiration Offer until the earliest of the Offer and that Parent Termination Date, the consummation of the Offer occurs contemporaneously Stockholder Termination Date with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent respect to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Lawor the Final Termination Date.

Agreement to Tender. Subject to the terms of this Agreement, unless and until Unless this Agreement shall have been validly terminated in accordance with Section 5.02its terms, each Stockholder agrees to shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free other than any shares of Common Stock granted to such Stockholder under an employee benefit plan of the Seller which are unvested and clear subject to any risk of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below)forfeiture. Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable, but in any event no event later than the last time at which the depositary can accept tenders five (5) Business Days prior to the initial expiration date of the Offer, each Stockholder shall validly and irrevocably tender or cause (i) deliver to be validly and irrevocably tendered the depositary designated in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to (the terms of the Offer “Depositary”) (aA) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bB) a certificate Certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent Depositary may reasonably request) in the case of a Book-Entry Share of any uncertificated Subject Shares, and (cC) all other documents or instruments reasonably required to be delivered by other Company stockholders Seller Stockholders pursuant to the terms of the Offer, and/or (ii) cause such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw any of such Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated by Purchaser in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms; provided, each however, that (x) a Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided thatrequired, for purposes of the Tender Notice onlythis Agreement, the satisfaction to exercise any unexercised Seller Stock Options held by such Stockholder or tender any shares of Common Stock granted to such Stockholder under an employee benefit plan of the Minimum Condition shall be tested assuming that all shares Seller which are unvested and subject to any risk of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer forfeiture, and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver (y) a Tender Notice. Notwithstanding the foregoing, no Stockholder shall not have any obligation under this Section 1.01 1.1 to tender any such Stockholder’s Subject Shares into the Offer if that tender would could cause such Stockholder to violate incur liability under Section 16(b) of the Exchange Act. The obligations of each Stockholder under this Section 1.1 are several and not joint with any applicable Lawother Stockholder.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (excluding Subject Shares that are the subject of unexercised Company Options) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances Liens (other than the Transfer Restrictions (as defined below) except for Permitted Encumbrances (as defined belowherein)). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable, but in no event later than ten (10) Business Days, after the last time at which the depositary can accept tenders prior to the expiration commencement of the Offer, each such Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering (a) deliver pursuant to the terms of the Offer (ai) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bii) a certificate one or more Certificates representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent Parent’s tender offer agent may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares, and (ciii) all other documents or instruments reasonably required to be delivered by other the Company stockholders Stockholders pursuant to the terms of the Offer, or (b) cause such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with clause (a) of this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw or cause such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to withdraw, any of such Subject Shares from the Offer. If the Offer is terminated or withdrawn by Acquisition Sub, unless and until this or the Merger Agreement shall have been validly is terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return pursuant to its terms prior to the Stockholder purchase of the Subject Shares at the Acceptance Time, Acquisition Sub shall as promptly as practicable return, and shall cause any depository acting on behalf of Acquisition Sub to return, all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of to such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for other than Permitted Encumbrances (as defined belowEncumbrances). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which the depositary can accept tenders prior to the expiration commencement of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer all of the Subject Shares owned by the Stockholder as of the date of such tender (athe “Tender Date”) and all other documents or instruments required to be delivered by the Company’s stockholders pursuant to the terms of the Offer, including (A) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, Offer and (bB) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of or an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares. If any Stockholder acquires any Subject Shares after the Tender Date, such Stockholder shall tender into the Offer such Subject Shares prior to the earlier of (x) three (3) Business Days following the date that the Stockholder shall acquire such Subject Shares and (cy) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the OfferExpiration Date. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will shall not withdraw or cause to be withdrawn any of such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In terminated; provided, however, that a Stockholder shall not be required to (x) exercise any unexercised Company Options for the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination purposes of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (iy) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that such tender would could cause such Stockholder to violate any applicable Lawincur liability under Section 16(b) of the Exchange Act.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for other than Permitted Encumbrances (as defined belowEncumbrances). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which the depositary can accept tenders prior to the expiration commencement of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer all of the Subject Shares owned by the Stockholder as of the date of such tender (athe “Tender Date”) and all other documents or instruments required to be delivered by the Company’s stockholders pursuant to the terms of the Offer, including (A) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, Offer and (bB) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of or an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares. If any Stockholder acquires any Subject Shares after the Tender Date, such Stockholder shall tender into the Offer such Subject Shares prior to the earlier of (x) three (3) Business Days following the date that the Stockholder shall acquire such Subject Shares and (cy) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the OfferExpiration Date. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will shall not withdraw or cause to be withdrawn any of such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In terminated; provided, however, that a Stockholder shall not be required to (x) exercise any unexercised Company Options for the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination purposes of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (iy) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that such tender would could cause such Stockholder to violate any applicable Lawincur liability under Section 16(b) of the Exchange Act.

Agreement to Tender. Subject 2.01 AGREEMENT TO TENDER SHARES. In order to induce Parent and Purchaser to enter into the terms of this Merger Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder hereby agrees to validly and irrevocably tender (or cause to be validly and irrevocably tendered in the Offer all record owner of such Stockholder’s Subject Shares shares to validly tender) pursuant to and in accordance with the terms of the OfferOffer and Section 14d-2 under the Securities Exchange Act of 1934, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below), but in no event not later than the last time at seventh business day after commencement of the Offer and will cause to remain validly tendered and not withdrawn until termination of this Agreement, all shares of Common Stock which are beneficially owned by such Stockholder as of the depositary can accept tenders date hereof (other than Shares for which unexercised options are exercisable unless such options have been exercised, the "EXISTING SHARES"), the number of which is set forth below each Stockholder's name on the signature pages hereto. If a Stockholder acquires beneficial ownership of any shares of Common Stock other than the Existing Shares in any capacity after the date hereof and prior to the expiration termination of this Agreement by means of purchase, dividend, distribution, exercise of options, warrants or other rights to acquire Common Stock or in any other way ("ADDITIONAL SHARES" and, together with the OfferExisting Shares, each the "SUBJECT SHARES"), such Stockholder shall validly and irrevocably tender (or cause to be validly and irrevocably tendered in the Offer all record owner of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering shares to validly tender) pursuant to and in accordance with the terms of the Offer (a) a letter not later than the later of transmittal with respect to the seventh business day after commencement of the Offer and the second business day after such acquisition and not withdraw all of such Stockholder’s Subject Shares complying with the terms Additional Shares. Each Stockholder hereby acknowledges and agrees that Purchaser's obligation to accept for payment, purchase and pay for shares of Common Stock in the Offer, (b) a certificate representing all including the Subject Shares, is subject to the terms and conditions of the Offer set forth in the Merger Agreement. Notwithstanding the provisions of the first sentence of this Section 2.01, in the event that any Subject Shares are for any reason withdrawn from the Offer or are not purchased pursuant to the Offer, such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant will remain subject to the terms of the Offerthis Agreement. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until Nothing in this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender obligate any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate exercise any applicable Lawoption to purchase Shares.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees (severally and not jointly) to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below)Encumbrances. Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than five (5) Business Days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the OfferOffer (or in the case of any After-Acquired Shares directly or indirectly acquired subsequent to such fifth (5th) Business Day, no later than two (2) Business Days after such acquisition), each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) ), and (c) all other documents or instruments reasonably required to be delivered by other Company Seller stockholders pursuant to the terms of the OfferOffer (it being understood that this sentence shall not apply to Seller Stock Options or Seller Restricted Stock Units that are not exercised during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated with respect to such Stockholder in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law5.2.

Agreement to Tender. Subject This agreement when signed and delivered by each Seller to the Offeror will constitute the agreement of each Seller, among other things, (i) to irrevocably accept the Offer, (ii) validly to tender and cause to be tendered and to cause all acts and things to be done to tender the Subject Shares (including exercising all In-the-Money Options) beneficially owned by such Seller under the Offer on the terms and conditions set out herein; and (iii) to surrender all Options that are not In-the-Money Options in exchange for options to purchase BCE Shares based on the Share Exchange Ratio and to enter into such agreements as the Offeror may reasonably request to evidence same. Each Seller agrees that if the Offeror makes the Offer on or prior to the Termination Date (as defined in subsection 7(a)) containing no material conditions other than the conditions set out in Schedule B, such Seller shall forthwith thereafter and in any event not later than the close of this Agreementbusiness on the fifth business day following the Mailing Date, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender deposit or cause to be validly and irrevocably tendered in the Offer deposited all of such Stockholder’s the Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear deposit or cause to be deposited any Common Shares acquired upon exercise of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, promptly options after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders date hereof and prior to the expiration Expiry Time of the Offer, each Stockholder and thereafter such Seller shall validly and irrevocably tender not withdraw or cause permit such shares to be validly withdrawn from the Offer. The Offeror will take up and irrevocably tendered in pay for the Subject Shares deposited under the Offer in accordance with the terms of the Offer within the periods required by law and upon the conditions of the Offer having been satisfied or waived. Subject to subsection 7(b), if the Subject Shares have not been taken up and paid for by the Offeror prior to the close of business on the 120th day following the Mailing Date, then each Seller may withdraw from the Offer the Subject Shares held by such Seller and, if such Subject Shares are then withdrawn from the Offer, this agreement shall be terminated in respect of such Seller and shall be of no further force or effect in respect of such Seller, but this agreement shall continue in full force and effect with respect to all the Sellers who do not withdraw their Subject Shares. To the extent that any Seller shall not have complied with the preceding two paragraphs (or, if applicable, the provisions of the following paragraph) with respect to any Subject Shares, the Offeror shall have, in addition to any other remedies it may have, the option to acquire all of such Stockholder’s Subject Shares free and clear for the Consideration for each Subject Share for which such option is exercised. Such option may be exercised by the Offeror for a period of 90 days following the Expiry Time. For greater certainty, for the purposes of this agreement, the term "Subject Shares" shall refer to all Encumbrances except for Permitted Encumbrances, including by delivering the Common Shares which the Sellers are required to tender under the Offer pursuant to the terms of this agreement, as well as all shares or other securities which the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offermay be converted into, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer exchanged for or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders otherwise changed into pursuant to any transaction involving the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour Company prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all acquisition of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted Subject Shares by the Business Combination Agreement) (it being understood that Offeror, and shall also include any and all distributions of cash, securities or other property made on such written notice can only be validly delivered by Parent to shares on or after the extent that all of the conditions to the Offer havedate hereof, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted excluding quarterly dividends paid by the Business Combination Agreement)); provided that, for purposes of Company in the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer ordinary course and that the consummation of the Offer occurs contemporaneously consistent with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Lawpast practice.

Agreement to Tender. Subject to the terms of this Agreement and the 203 Approval (which has been obtained prior to the execution of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02), each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (other than Company Options that are not exercised during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) business days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the Offer, each Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Depository Agent may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares, and (c) all other documents or instruments reasonably instruments, to the extent applicable, required to be delivered by other Company stockholders pursuant to the terms of the OfferOffer in order to effect the valid tender of the Subject Shares (it being understood that this sentence shall not apply to Company Options that are not exercised during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary5.2. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoingclarity, no Stockholder shall have be required to exercise any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause unexercised Company Options held by such Stockholder in order to violate comply with any provision of this Agreement, but any Shares that result from the settlement of any Company Option exercised by Stockholder and settled during the term of this Agreement shall immediately upon such settlement become subject to those provisions of this Agreement that are not otherwise applicable Lawto unexercised Company Options.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each (a) Each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances Liens, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrance whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Subject Shares (as defined belowcollectively, “Encumbrances”) except for (other than Permitted Encumbrances (as defined below)). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than fifteen (15) Business Days after, the last time at which the depositary can accept tenders prior to the expiration commencement of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering (i) deliver pursuant to the terms of the Offer (aA) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bB) a certificate Certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent depository may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares, and (cC) all other documents or instruments that the Buyer Parties may reasonably required require to be delivered by other Company stockholders the Stockholders in order to tender the Subject Shares pursuant to the terms of the Offer, and (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares to tender all such shares pursuant to and in accordance with clause (i) of this Section 1 and the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares shares of Company Common Stock are tendered, such Stockholder will not withdraw any of such Subject Shares shares of Company Common Stock from the Offer, Offer unless and until (i) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement, (ii) this Agreement shall have been validly terminated in accordance with Section 5.027 here or (iii) such date and time as any amendment or change to the Offer or the Merger Agreement is effected without each Stockholder’s consent that (A) decreases the Offer Price or (B) changes the form of consideration payable in the Offer. In the event Each Stockholder acknowledges and agrees that any Transfer of Subject Shares that are tendered pursuant to this Agreement has been validly terminated shall not be effective until accepted for payment by Merger Sub in connection with the consummation of the Offer and in accordance with Section 5.02, Parent shall promptly return the terms and conditions of the Merger Agreement and the Offer to the Stockholder all Subject Shares such Stockholder tendered in the OfferPurchase. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its termsSection 7, each the Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent Parent, Merger Sub or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date other Subsidiary of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable LawParent.

Agreement to Tender. Subject This agreement when signed and delivered by each Seller to the Offeror will constitute the agreement of each Seller, among other things, (i) to irrevocably accept the Offer, (ii) validly to tender and cause to be tendered and to cause all acts and things to be done to tender the Subject Shares (including exercising all In-the-Money Options) beneficially owned by such Seller under the Offer on the terms and conditions set out herein; and (iii) to surrender all Options that are not In-the-Money Options in exchange for options to purchase BCE Shares based on the Share Exchange Ratio and to enter into such agreements as the Offeror may reasonably request to evidence same. Each Seller agrees that if the Offeror makes the Offer on or prior to the Termination Date (as defined in subsection 7(a)) containing no material conditions other than the conditions set out in Schedule B, such Seller shall forthwith thereafter and in any event not later than the close of this Agreementbusiness on the fifth business day following the Mailing Date, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender deposit or cause to be validly and irrevocably tendered in the Offer deposited all of such Stockholder’s the Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear deposit or cause to be deposited any Common Shares acquired upon exercise of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, promptly options after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders date hereof and prior to the expiration Expiry Time of the Offer, each Stockholder and thereafter such Seller shall validly and irrevocably tender not withdraw or cause permit such shares to be validly withdrawn from the Offer. The Offeror will take up and irrevocably tendered in pay for the Subject Shares deposited under the Offer in accordance with the terms of the Offer within the periods required by law and upon the conditions of the Offer having been satisfied or waived. Subject to subsection 7(b), if the Subject Shares have not been taken up and paid for by the Offeror prior to the close of business on the 120th day following the Mailing Date, then each Seller may withdraw from the Offer the Subject Shares held by such Seller and, if such Subject Shares are then withdrawn from the Offer, this agreement shall be terminated in respect of such Seller and shall be of no further force or effect in respect of such Seller, but this agreement shall continue in full force and effect with respect to all the Sellers who do not withdraw their Subject Shares. To the extent that any Seller shall not have complied with the preceding two paragraphs (or, if applicable, the provisions of the following paragraph) with respect to any Subject Shares, the Offeror shall have, in addition to any other remedies it may have, the option to acquire all of such Stockholder’s Subject Shares free and clear for the Consideration for each Subject Share for which such option is exercised. Such option may be exercised by the Offeror for a period of 90 days following the Expiry Time. For greater certainty, for the purposes of this agreement, the term "Subject Shares" shall refer to all Encumbrances except for Permitted Encumbrances, including by delivering the Common Shares which the Sellers are required to tender under the Offer pursuant to the terms of this agreement, as well as all shares or other securities which the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offermay be converted into, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer exchanged for or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders otherwise changed into pursuant to any transaction involving the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour Company prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all acquisition of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted Subject Shares by the Business Combination Agreement) (it being understood that Offeror, and shall also include any and all distributions of cash, securities or other property made on such written notice can only be validly delivered by Parent to shares on or after the extent that all of the conditions to the Offer havedate hereof, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted excluding quarterly dividends paid by the Business Combination Agreement)); provided that, for purposes of Company in the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer ordinary course and that the consummation of the Offer occurs contemporaneously 'consistent with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Lawpast practice.

Agreement to Tender. Subject This agreement when signed and delivered by each Seller to the Offeror will constitute the agreement of each Seller, among other things, (i) to irrevocably accept the Offer, (ii) validly to tender and cause to be tendered and to cause all acts and things to be done to tender the Subject Shares (including exercising all In-the-Money Options) beneficially owned by such Seller under the Offer on the terms and conditions set out herein; and (iii) to surrender all Options that are not In-the-Money Options in exchange for options to purchase BCE Shares based on the Share Exchange Ratio and to enter into such agreements as the Offeror may reasonably request to evidence same. Each Seller agrees that if the Offeror makes the Offer on or prior to the Termination Date (as defined in subsection 7(a)) containing no material conditions other than the conditions set out in Schedule B, such Seller shall forthwith thereafter and in any event not later than the close of this Agreementbusiness on the fifth business day following the Mailing Date, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender deposit or cause to be validly and irrevocably tendered in the Offer deposited all of such Stockholder’s the Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear deposit or cause to be deposited any Common Shares acquired upon exercise of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, promptly options after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders date hereof and prior to the expiration Expiry Time of the Offer, each Stockholder and thereafter such Seller shall validly and irrevocably tender not withdraw or cause permit such shares to be validly withdrawn from the Offer. The Offeror will take up and irrevocably tendered in pay for the Subject Shares deposited under the Offer in accordance with the terms of the Offer within the periods required by law and upon the conditions of the Offer having been satisfied or waived. Subject to subsection 7(b), if the Subject Shares have not been taken up and paid for by the Offeror prior to the close of business on the 120th day following the Mailing Date, then each Seller may withdraw from the Offer the Subject Shares held by such Seller and, if such Subject Shares are then withdrawn from the Offer, this agreement shall be terminated in respect of such Seller and shall be of no further force or effect in respect of such Seller, but this agreement shall continue in full force and effect with respect to all the Sellers who do not withdraw their Subject Shares. To the extent that any Seller shall not have complied with the preceding two paragraphs (or, if applicable, the provisions of the following paragraph) with respect to any Subject Shares, the Offeror shall have, in addition to any other remedies it may have, the option to acquire all of such Stockholder’s Subject Shares free and clear for the Consideration for each Subject Share for which such option is exercised. Such option may be exercised by the Offeror for a period of 90 days following the Expiry Time. For greater certainty, for the purposes of this agreement, the term "Subject Shares" shall refer to all Encumbrances except for Permitted Encumbrances, including by delivering the Common Shares which the Sellers are required to tender under the Offer pursuant to the terms of this agreement, as well as all shares or other securities which the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offermay be converted into, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer exchanged for or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders otherwise changed into pursuant to any transaction involving the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour Company prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all acquisition of the conditions Subject Shares by the Offeror, and shall also include any and all distributions of cash, securities or other property made on such shares on or after the date hereof, excluding quarterly dividends paid by the Company in the ordinary course and consistent with past practice. If any Seller is entitled to and chooses to make the Holdco Election, compliance with the requirements of the Holdco Election, including the entering into of a Holdco Agreement, shall be deemed to satisfy such Seller's obligation to tender the Subject Shares held by such Seller under the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); herein provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Lawfor.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Existing Shares and other shares of Company Common Stock and Company Series B Preferred Stock over which it has acquired beneficial ownership after the date hereof (including any shares of Company Common Stock and Company Series B Preferred Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options, warrants or other rights to acquire Company Common Stock or Company Series B Preferred Stock or the conversion of any convertible securities or otherwise) (collectively, the “New Shares”, and together with the Existing Shares, the “Shares”), pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable, but in no event later than ten (10) Business Days, after the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the OfferOffer and the Offer Documents being made publicly available on the SEC’s XXXXX database, each Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Depositary Agent may reasonably request) ), and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders in order to effect the valid tender of such Stockholder’s Shares pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw or will cause not to be withdrawn such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable LawArticle IV.

Agreement to Tender. Subject (a) In order to induce Bidder to commence the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02Offer, each Stockholder of the Principal Stockholders agrees to validly and irrevocably tender in Chile (or, solely with respect to Shares represented by ADSs, to tender in the United States), or cause each record owner Controlled by such Principal Stockholder to be validly and irrevocably tendered tender in Chile (or, solely with respect to Shares represented by ADSs, to tender in the United States) in the Offer all the PS Shares Beneficially Owned by such Principal Stockholder (i) constituting in the aggregate no less than twenty-three and four tenths percent (23.4%) of such Stockholder’s Subject the Shares on a Fully-Diluted basis, including one hundred percent (100%) of the Shares Beneficially Owned by Stockholder Group III, pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (soon as defined below). Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below), practicable but in no event later than the last time at which the depositary can accept tenders five (5) Business Days prior to the scheduled expiration of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered (ii) constituting in the Offer aggregate ten percent (10%) of the Shares on a Fully-Diluted basis (the “Additional Tendered Shares” and together with all Shares tendered by the Principal Stockholders under clause (i) above, the “PS Tendered Shares”); provided that the tender of such Stockholder’s Subject the Additional Tendered Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant shall be effected in Chile in the following manner: (x) the Additional Tendered Shares shall be delivered to the terms of stockbroker managing the Offer in Chile (athe “Local Broker”) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour five (5) Business Days prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the scheduled expiration of the Offer; and (y) or waived by Parent (to together with the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all delivery of the conditions Additional Tendered Shares under (x) above, the Local Broker shall receive irrevocable instructions from the Principal Stockholders to tender, on the Offer have, in fact, been satisfied Principal Stockholders’ behalf (or are reasonably expected to be satisfied as on behalf of the expiration record holder of the Offer) or otherwise waived PS Shares that is Controlled by Parent (to the extent permitted by the Business Combination Agreementsuch Principal Stockholder)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered immediately prior to the expiration of Offer, the Offer amount of Additional Tendered Shares required to satisfy the Minimum Condition, on the understanding that in no event shall the Principal Stockholders be required to tender a total number of PS Tendered Shares constituting more than thirty-three and that the consummation four tenths percent (33.4%) of the Offer occurs contemporaneously with the delivery outstanding Shares on a Fully-Diluted basis. Any of the Tender NoticeAdditional Tendered Shares not actually tendered on the Expiration Date shall be promptly returned to the Principal Stockholders. For the avoidance of doubt, nothing in herein shall affect the right of the Selling Stockholders to tender more Shares than they are required to tender pursuant to this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law3.1.

Agreement to Tender. (a) Subject to the terms of this Agreement, unless and until this the Merger Agreement shall have has been validly terminated in accordance with Section 5.02its terms, each Stockholder hereby agrees to validly accept the Offer with respect to all the Subject Shares of such Stockholder and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares that such Stockholder is permitted to tender under applicable Law pursuant to and in accordance with the terms of the Offer, free and clear of all Share Encumbrances (as defined below) except for Permitted Share Encumbrances (each as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the OfferOffer (or in the case of any After-Acquired Shares directly or indirectly issued to or acquired or otherwise beneficially owned by such Stockholder subsequent to such tenth (10th) Business Day, or in each case if such Stockholder has not received the Offer Documents by such time, no later than three (3) Business Days after the acquisition of such After-Acquired Shares or receipt of the Offer Documents, as the case may be), each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer (a) a letter of transmittal (together with all other documents or instruments required to be delivered by Company stockholders pursuant to such letter) with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, Offer and (b) a certificate Certificate or Certificates representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares that are Uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, tendered in the Offer and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) and (c) all other documents request to effect or instruments reasonably required to be delivered by other Company stockholders pursuant to evidence the terms of the Offertransfer thereof. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this (i) the Merger Agreement shall have been validly terminated in accordance with Section 5.02. In its terms, (ii) the event Offer shall have been terminated, withdrawn or shall have expired or (iv) this Agreement has shall have been validly terminated in accordance with Section 5.025.1 hereof. Upon the occurrence of (i), (ii) or (iii) in the preceding sentence, Parent and Purchaser shall promptly return return, and shall cause the Paying Agent to the Stockholder promptly return, all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such by Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for other than Permitted Encumbrances (as defined belowEncumbrances). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten Business Days after, the last time at which the depositary can accept tenders prior to the expiration commencement of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer all of the Subject Shares owned by the Stockholder as of the date of such tender (athe “Tender Date”) and all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer, including (A) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, Offer and (bB) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of or an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares. If any Stockholder acquires any Subject Shares after the Tender Date, such Stockholder shall tender into the Offer such Subject Shares prior to the earlier of (x) three Business Days following the date that the Stockholder shall acquire such Subject Shares and (cy) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the OfferExpiration Date. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will shall not withdraw any of such Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated, (B) the Merger Agreement is terminated prior to the purchase of the Subject Shares in the Offer, (C) the Company Board shall have made an Adverse Recommendation Change (solely in connection with a Competing Proposal), or (D) this Agreement shall have been validly terminated in accordance with Section 5.02. In terminated; provided, however, that a Stockholder shall not be required to (x) exercise any unexercised Company Options for the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination purposes of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (iy) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that such tender would could cause such Stockholder to violate any applicable Lawincur liability under Section 16(b) of the Exchange Act (provided, however, for the avoidance of doubt, that nothing in this Section 1.1 shall be deemed a waiver or an amendment of the provisions set forth in Section 5.10 of the Merger Agreement).

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder Warrantholder hereby agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of the Covered Warrants in exchange for 0.167 common shares, US$1.00 par value per share, of Parent (the “Parent Shares”) per Company Warrant, subject to adjustment pursuant to Section 2.06(d) of the Transaction Agreement and otherwise pursuant to and in accordance with the terms of the Offer as promptly as practicable (but no later than the close of business on the fifth Business Day) after commencement of the Offer. Pursuant to the Offer, Parent shall transfer and deliver to Warrantholder at the consummation of the Offer valid title to the Parent Shares to be issued to Warrantholder in the Offer free and clear of any Lien (as defined in the Transaction Agreement) and any other limitation or restriction (including any lock-up obligation, restriction on the right to vote, trade, sell or otherwise dispose of the Parent Shares), subject to applicable securities laws and the terms of Parent’s memorandum of association and bye-laws, and such Stockholder’s Subject Parent Shares shall be duly authorized, issued and delivered, fully paid and non-assessable. In furtherance of the foregoing, Warrantholder shall (i) deliver or cause to be delivered to Purchaser (A) a tendering order with respect to the Covered Warrants complying with the terms of the Offer, (B) a certificate or certificates representing the Covered Warrants and (C) all other documents or instruments, to the extent applicable, as are required to be delivered by other holders of Company Warrants pursuant to the terms of the Offer, and/or (ii) instruct his broker or such other Person that is the holder of record of any Covered Warrants to tender such Covered Warrants pursuant to and in accordance with the terms of the Offer. Warrantholder agrees that once the Covered Warrants are tendered, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders prior to the expiration of the Offer, each Stockholder shall validly and irrevocably tender Warrantholder will not withdraw or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once withdrawn any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares Covered Warrants from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration11(d), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder if a competing offer is made prior to the settlement of the Offer, Warrantholder shall have any obligation under this Section 1.01 be entitled to tender any Subject Shares its Covered Warrants into such competing offer and to withdraw from the Offer if that tender would cause such Stockholder to violate any applicable LawCovered Warrants previously tendered.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.024.2, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s 's Subject Shares (other than (x) Company Options that are not exercised during the term of this Agreement and (y) Company Restricted Awards that do not vest during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below), but in no event later than the last time at which the depositary Exchange Agent can accept tenders prior to the expiration of the OfferInitial Expiration Date, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s 's Subject Shares Shares, free and clear of all Encumbrances Encumbrances, except for Permitted Encumbrances, including by delivering pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s 's Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s 's broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “"agent’s 's message” " (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s 's Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.024.2. In the event this Agreement has been validly terminated in accordance with Section 5.024.2, Purchaser shall, and Parent shall cause Purchaser to, promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times times, commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s 's Subject Shares into any tender or exchange offer commenced by a Person other than Parent Parent, Purchaser or any Parent Subsidiaryother subsidiary of Parent. For purposes hereof, a “"Tender Notice” " means a written notice, delivered by Parent or Purchaser to each Stockholder on the date of the expiration of the Offer Initial Expiration Date (as soon as practicable following 10:00 a.m. 1:00 p.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary Exchange Agent can accept tenders prior to the expirationExpiration Date), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent Purchaser (to the extent permitted by the Business Combination Merger Agreement) (it being understood that such written notice can only be validly delivered by Parent or Purchaser to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent Purchaser (to the extent permitted by the Business Combination Merger Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 1.1 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 1.1 shall obligate Parent or Purchaser to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to the terms of this Agreement, unless and until Unless this Agreement shall have been validly is terminated in accordance with Section 5.02its terms, each Stockholder agrees to validly and irrevocably shall duly tender (or cause to be validly and irrevocably tendered tendered), in the Offer Offer, all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, Offer free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below)Liens. Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below)Promptly, but in any event no event later than ten (10) Business Days after the last time at which the depositary can accept tenders prior to the expiration commencement of the OfferOffer (the “Tender Date”), each Stockholder shall validly and irrevocably tender (i) deliver (or cause to be validly and irrevocably tendered delivered) to the depositary designated in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to (the terms of the Offer “Depositary”) (aA) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bB) a certificate or certificates representing all such Subject Shares (or an affidavit of lost certificate with respect thereto that are certificated is reasonably satisfactory to the Depositary to the extent any of such certificates have been lost, misplaced or destroyed) or, in the case of a book-entry share transfer of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent Depositary may reasonably request) and (cC) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer, and/or (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of Stockholder’s Subject Shares to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. If a Stockholder acquires Subject Shares after the Tender Date, such Stockholder shall tender (or cause to be tendered) such Subject Shares into the Offer as promptly as practicable after such Subject Shares are acquired but in any event prior to the expiration of the Offer. Each Stockholder agrees that, that once any of such Stockholder’s Subject Shares are tenderedtendered pursuant to the terms hereof, such Stockholder will not withdraw (or cause to be withdrawn) any tender of such Subject Shares from the OfferShares, unless and until (x) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement, or (y) this Agreement shall have been validly terminated in accordance with Section 5.024.04. In the event this Agreement has been validly terminated in accordance with Section 5.02Notwithstanding anything contained herein, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each a Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided thatrequired, for purposes of the Tender Notice onlythis Agreement, the satisfaction of the Minimum Condition shall be tested assuming that all shares of to exercise any unexercised Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause Options held by such Stockholder to violate any applicable LawStockholder.

Agreement to Tender. Subject Each of the Equity Holders, severally and not jointly, hereby agrees that, promptly after the Bankruptcy Court has approved this Agreement and the transactions contemplated hereby as contemplated in Section 6(b) hereof and prior to the terms closing of the Tender Offer, such Equity Holder shall tender (or cause the record holder to tender) for purchase pursuant to the Tender Offer, its Owned Shares and its Common Stock covered by the Class A Warrants that are tendered in accordance with this Agreement in the Tender Offer, together with any shares of Common Stock acquired by such Equity Holder after the date of this Agreement, unless whether upon the exercise of such Equity Holder's Class A Warrants, if any, or options, conversion of convertible securities or otherwise (such acquired shares and until the shares of Common Stock covered by the Class A Warrants, together with such Equity Holder's Owned Shares, are referred to herein collectively as such Equity Holder's "Covered Shares"). Subject to applicable law, each Equity Holder, severally and not jointly, hereby further agrees that during the time this Agreement is in effect, it shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject not withdraw any Covered Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders prior to the expiration of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering purchase pursuant to the terms Tender Offer. In connection with the tender by each of the Equity Holders of Covered Shares, each Equity Holder shall deliver to the Exchange Agent designated in the Tender Offer (ai) a letter of transmittal with respect to all of such Stockholder’s Subject Shares securities complying with the terms of the Tender Offer, (bii) a certificate certificates representing all such Subject Covered Shares that are certificated or, in (including the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as documents representing the Exchange Agent may reasonably requestClass A Warrants) and (ciii) all other documents or instruments reasonably generally required to be delivered by other Company stockholders or warrantholders pursuant to the terms of the Tender Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (other than Options that are not exercised during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below); provided, that if the representations and warranties of the Stockholders in Section 2.3 of this Agreement and/or of the Company in Section 3.23 of the Merger Agreement are inaccurate (and/or Parent or Merger Sub may be deemed to be the “owner” of any other shares of “voting stock” of the Company (as such terms are defined in Section 203 of the Delaware General Corporation Law (“Section 203”)) as of the time that the Board of Directors of the Company (the “Board”) approved the Merger Agreement), and, as a result, as of the time that the Board of Directors of the Company approved the Merger Agreement, the number of Subject Shares (plus any other shares of “voting stock” of the Company of which Parent or Merger Sub may be deemed the “owner” as of the time that the Board approved the Merger Agreement) equals or exceed 15% of the outstanding “voting stock” of the Company (the “Threshold”), the number of Subject Shares shall be deemed to be reduced, pro rata across all Stockholders, such that the number of Subject Shares (plus any other shares of “voting stock” of the Company of which Parent or Merger Sub may be deemed the “owner” as of the time that the Board approved the Merger Agreement) is one share less than the Threshold. Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) business days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Depository Agent may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares, and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law5.2.

Agreement to Tender. (a) Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder Shareholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s its Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances Share Liens (as defined below) except for Permitted Encumbrances (as defined below)Share Liens. Without limiting the generality of the foregoing, promptly after but subject to the Tender Notice (as defined below)terms of this Agreement, but in no event later than the last time at which later of (I) two (2) Business Days following Shareholders' receipt of written notice from Buyer (a "Buyer Notice") that (x) all Offer Conditions, other than the depositary can accept tenders Minimum Condition and those conditions that by their nature are to be satisfied in connection with the Closing, have been satisfied and (y) it is Buyer's expectation to cause the Acceptance Time to occur promptly following the then-current Expiration Time and (II) five (5) Business Days prior to the expiration of the OfferExpiration Time, each Stockholder Shareholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered delivered to the depositary designated in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to the terms of the Offer (ai) a letter of transmittal with respect to all of such Stockholder’s Shareholder's Subject Shares complying with the terms of the Offer, (bii) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s Shareholder's broker, dealer dealer, commercial bank, trust company or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “"agent’s 's message” " (or such other evidence, if any, of transfer as the Exchange Agent depository for the Offer may reasonably request) and (ciii) all other documents or instruments reasonably required to be delivered by all other Company stockholders shareholders tendering into the Offer pursuant to the terms of the Offer. Each Stockholder Shareholder agrees that, once any of such Stockholder’s its Subject Shares are tendered, such Stockholder Shareholder will not withdraw and will cause not to be withdrawn such Subject Shares from the Offer, Offer unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In 5.2; provided, that Shareholder may withdraw its Subject Shares in the event this Agreement has been validly terminated the then-current Expiration Date is extended in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Purchase Agreement for a period of more than five (5) Business Days so long as such Subject Shares such Stockholder tendered in are delivered no less than the Offer. At all times commencing with the date hereof later of (x) two (2) Business Days following Shareholders' receipt of a new Buyer Notice and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour y) five (5) Business Days prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable LawExpiration Time.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances other than the Transfer Restrictions (as defined belowherein)). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable, but in no event later than ten (10) Business Days, after the last time at which the depositary can accept tenders prior to the expiration commencement of the Offer, each such Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering (a) deliver pursuant to the terms of the Offer (ai) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bii) a certificate one or more Certificates representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent Parent’s tender offer agent may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares, and (ciii) all other documents or instruments reasonably required to be delivered by other the Company stockholders Common Stockholders pursuant to the terms of the Offer, or (b) cause such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with clause (a) of this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw or cause such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to withdraw, any of such Subject Shares from the Offer, Offer unless and until this the Offer is terminated or the Merger Agreement shall have been validly is terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of If the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour is terminated or withdrawn by Merger Sub, or the Merger Agreement is terminated pursuant to its terms prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all purchase of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into at the Offer if that tender would Acceptance Time, Merger Sub shall as promptly as practicable return, and shall cause any depository acting on behalf of Merger Sub to return, all Subject Shares tendered to such Stockholder to violate any applicable LawStockholder.

Agreement to Tender. Subject to the terms of this Agreement, unless and until Unless this Agreement shall have previously been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders prior to the expiration of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder agrees to accept the Offer with respect to all the Shares (excluding for purposes of this Section 1.1 Shares that are subject to unexercised Cxxxx Options or Cxxxx Warrants until such time as such Cxxxx Options or Cxxxx Warrants are exercised) and to tender all the Shares pursuant to the Offer. Such tender shall be made within ten Business Days of the commencement of the Offer, and with respect to any Shares obtained after such date, (by way of exercise of Cxxxx Options or Cxxxx Warrants or otherwise, promptly after such Shares are obtained). The Stockholders shall not tender withdraw any Shares tendered pursuant to the Offer unless either (i) this Agreement terminates pursuant to Section 4.1 or (ii) the Offer shall have been terminated pursuant to the terms of such Stockholder’s Subject the Merger Agreement. Acquiror or Acquisition Subsidiary shall pay Stockholders for any Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder tendered in accordance with the Merger Agreement and this Section 1.1 and not withdrawn on the date of acceptance of shares for payment pursuant to the expiration of Offer. If the Offer (as soon as practicable following 10:00 a.m. New York City time is terminated by Acquiror or Acquisition Subsidiary, or this Agreement is terminated in accordance with its terms, Acquiror and Acquisition Subsidiary shall cause the depository acting on such expiration date but in no event later than one hour prior behalf of Acquiror and Acquisition Subsidiary to return all tendered Shares to the last time at which Stockholders promptly. The Stockholders agree to permit Acquiror and Acquisition Subsidiary to publish and disclose in the depositary can accept tenders prior to Offer Documents and, if approval of Cxxxx’x stockholders is required under the expirationDelaware General Corporate Law (“DGCL”), specifying that any Proxy Statement (i) including all of related documents and schedules filed with the conditions to the Offer have been satisfied Securities and Exchange Commission (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement“SEC”)); provided that, for purposes his or its identity and ownership of the Tender Notice onlyShares, the satisfaction nature of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of his or its commitments, arrangements and understandings under this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any other information required by applicable Law.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Existing Shares and other shares of Company Common Stock over which it acquires beneficial ownership after the date hereof (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options, warrants or other rights to acquire Company Common Stock or the conversion of any convertible securities or otherwise) (collectively, the “New Shares”, and together with the Existing Shares, the “Shares”), pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable, but in no event later than fifteen (15) Business Days, after the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the OfferOffer and the Offer Documents being made publicly available on the SEC’s XXXXX database, each Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Depositary Agent may reasonably request) ), and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders in order to effect the valid tender of such Stockholder’s Shares pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw or cause to be withdrawn such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable LawArticle IV.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each (a) Each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares Applicable Securities pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for (other than Permitted Encumbrances (as defined below)). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which the depositary can accept tenders prior to the expiration commencement of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering (i) deliver pursuant to the terms of the Offer (aA) a letter of transmittal with respect to all of such Stockholder’s Subject Shares Applicable Securities complying with the terms of the Offer, (bB) a certificate Certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer Applicable Securities or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent depository may reasonably request) in the case of a book-entry share of any uncertificated Applicable Securities, and (cC) all other documents or instruments reasonably required to be delivered by other Company stockholders the Stockholders pursuant to the terms of the Offer, and (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of any Applicable Securities beneficially owned by such Stockholder to tender all such Applicable Securities pursuant to and in accordance with clause (i) of this Section 1 and the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares Applicable Securities are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of Applicable Securities from the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior until the Stockholder Termination Date with respect to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Lawor the Final Termination Date.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares [(other than Company Options that are not exercised and Company RSUs that are not settled, in each case during the term of this Agreement)] pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than (1) the last time at which later of (i) ten (10) business days after, the depositary can accept tenders prior to commencement (within the expiration meaning of Rule 14d-2 under the Exchange Act) of the Offer, or (ii) the date of delivery of the letter of transmittal with respect to the Offer or, with respect to shares held in “street name”, the date of delivery of materials from the applicable nominee or broker providing executable instructions regarding tendering into the Offer (but in any event prior to the Expiration Date); provided that each Stockholder shall validly and irrevocably tender notify Parent on the fifth (5th) business day following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer if such Stockholder has not received such letter of transmittal or materials as of such date or (2) in the case of any Shares or securities directly or indirectly acquired subsequent to such date, whether by purchase, upon exercise or conversion of any securities or otherwise, no later than two (2) business days after such acquisition, each Stockholder shall deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Depository Agent may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares, and (c) all other documents or instruments reasonably instruments, to the extent applicable, required to be delivered by other Company stockholders pursuant to the terms of the OfferOffer in order to effect the valid tender of the Subject Shares [(it being understood that this sentence shall not apply to Company Options that are not exercised and Company RSUs that are not settled, in each case during the term of this Agreement)]. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.025.2. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. [For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoingclarity, no Stockholder shall have be required to exercise any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause unexercised Company Options held by such Stockholder in order to violate comply with any provision of this Agreement, but any Shares that result from the settlement during the term of this Agreement of any Company Option exercised by such Stockholder or any Company RSU held by such Stockholder shall immediately upon such settlement cease to qualify for the exemptions in this Agreement that are applicable Lawto unexercised Company Options and unsettled Company RSUs.]

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder Shareholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such StockholderShareholder’s Existing Shares and any other Subject Shares that become issued and outstanding after the date of this Agreement (such shares, collectively, “Tender Shares”) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which commencement (within the depositary can accept tenders meaning of Rule 14d-2 under the Exchange Act) of the Offer with respect to any Tender Shares acquired prior to the expiration such tenth (10th) Business Day and within two (2) Business Days of the Offeracquisition of any other Tender Shares, each Stockholder Shareholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such StockholderShareholder’s Subject Tender Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Tender Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Tender Shares, written instructions to such StockholderShareholder’s broker, dealer or other nominee that such Subject Tender Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Depository Agent may reasonably request) ), and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders shareholders pursuant to the terms of the Offer. Each Stockholder Shareholder agrees that, once any of such StockholderShareholder’s Subject Tender Shares are tendered, such Stockholder Shareholder will not withdraw or will cause not to be withdrawn such Subject Tender Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary5.2. For purposes hereofclarity, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to Shareholder shall be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided thatrequired, for purposes of the Tender Notice onlythis Agreement, the satisfaction of the Minimum Condition shall be tested assuming that all shares of to exercise any unexercised Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause Options held by such Stockholder to violate any applicable LawShareholder.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each the Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such the Stockholder’s Subject Shares (other than Company Stock Options or other securities of the Company that are convertible into shares of Common Stock, in each case that are not exercised or converted, as applicable, during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, but subject to the terms of this Agreement, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which commencement (within the depositary can accept tenders meaning of Rule 14d-2 under the Exchange Act) of the Offer (or in the case of any shares directly or indirectly acquired subsequent to such tenth (10th) Business Day, no later than three (3) Business Days after such acquisition and prior to the expiration of the Offer), each the Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered delivered to the depositary designated in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such the Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such the Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Depository Agent may reasonably request) ), and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the OfferOffer (it being understood that this sentence shall not apply to Company Stock Options or other securities of the Company that are convertible into shares of Common Stock, in each case, that are not exercised or converted, as applicable, during the term of this Agreement). Each The Stockholder agrees that, once any of such the Stockholder’s Subject Shares are tendered, such the Stockholder will not withdraw or will cause not to be withdrawn such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return 5.2 or to the extent the Stockholder all is expressly permitted to withdraw such Subject Shares such Stockholder tendered in pursuant to Section 5.2. For clarity, the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided thatrequired, for purposes of the Tender Notice onlythis Agreement, the satisfaction to exercise any unexercised Company Stock Options or other securities of the Minimum Condition shall be tested assuming Company that all are convertible into shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to held by the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable LawStockholder.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for (other than Permitted Encumbrances (as defined below)). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten business days after, the last time at which the depositary can accept tenders prior to the expiration receipt of Offer documents in the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer all of the Subject Shares owned by the Stockholder as of the date of such tender (athe “Tender Date”) and all other documents or instruments required to be delivered by other Company stockholders pursuant to the terms of the Offer, including (A) a properly completed letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, and (bB) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of or an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares. If any Stockholder acquires any Subject Shares after the Tender Date, such Stockholder shall tender into the Offer such Subject Shares prior to the earlier of (x) five business days following the date that the Stockholder shall acquire such Subject Shares and (cy) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the OfferExpiration Date. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will shall not withdraw any of such Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated, (B) the Merger Agreement is terminated prior to the purchase of the Subject Shares in the Offer, (C) the Company Board shall have made a Company Adverse Change Recommendation (solely in connection with an Acquisition Proposal), or (D) this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02terminated; provided, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its termshowever, each that a Stockholder shall not tender be required to exercise any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on unexercised Company Options for the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable LawAgreement.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder hereby agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, upon the later of (i) as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten Business Days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the OfferOffer (or in the case of any shares of Company Common Stock acquired by such Stockholder subsequent to such tenth Business Day, or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be) and (ii) August 1, 2022, each Stockholder shall validly and irrevocably tender (a) deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (ai) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (bii) a certificate Certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares that are Uncertificated Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) with respect to such Subject Shares, and (ciii) all other documents or instruments that Parent or Purchaser may reasonably required require in order to be delivered effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer, and (b) instruct such Stockholder’s broker or such other Person that is the holder of record of any Shares beneficially owned by the Stockholder to tender such Shares free and clear of all Encumbrances (other Company stockholders pursuant to than Permitted Encumbrances) in accordance with this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the OfferOffer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.026.2. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return Each Stockholder acknowledges and agrees that Purchaser’s obligation to the Stockholder all Subject accept for payment Shares such Stockholder tendered in into the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender including any Subject Shares into tendered by the Offer if that tender would cause such Stockholder Stockholder, is subject to violate any applicable Lawthe terms and conditions of the Merger Agreement.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder Shareholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such StockholderShareholder’s Existing Shares and any other Subject Shares that become issued and outstanding after the date of this Agreement (such shares, collectively, “Tender Shares”) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which commencement (within the depositary can accept tenders meaning of Rule 14d-2 under the Exchange Act) of the Offer with respect to any Tender Shares acquired prior to the expiration such tenth (10th) Business Day and within two (2) Business Days of the Offeracquisition of any other Tender Shares, each Stockholder Shareholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such StockholderShareholder’s Subject Tender Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Tender Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Tender Shares, written instructions to such StockholderShareholder’s broker, dealer or other nominee that such Subject Tender Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Depository Agent may reasonably request) ), and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders shareholders pursuant to the terms of the Offer. Each Stockholder Shareholder agrees that, once any of such StockholderShareholder’s Subject Tender Shares are tendered, such Stockholder Shareholder will not withdraw or will cause not to be withdrawn such Subject Tender Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary5.2. For purposes hereofclarity, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to Shareholder shall be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided thatrequired, for purposes of the Tender Notice onlythis Agreement, the satisfaction of the Minimum Condition shall be tested assuming that all shares of to exercise any unexercised Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable LawOptions held by Shareholder.

Agreement to Tender. Subject to the terms of this AgreementEach Stockholder shall duly tender, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer Offer, all of such Stockholder’s Subject Shares Securities pursuant to and in accordance with the terms of the Offer; provided that, free and clear in the case of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below)Seller Common Stock, the Common Stock Offer Price does not decrease and, in the case of Seller Series A Convertible Preferred Stock, the Preferred Stock Offer Price does not decrease. Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below)Promptly, but in any event no event later than ten (10) Business Days after the last time at which the depositary can accept tenders prior to the expiration commencement of the Offer, each Stockholder shall validly and irrevocably tender or cause (i) deliver to be validly and irrevocably tendered the depositary designated in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant to (the terms of the Offer “Depositary”) (aA) a letter letter(s) of transmittal with respect to all of such Stockholder’s Subject Shares Securities complying with the terms of the Offer, (bB) a certificate or certificates representing all such Subject Shares that are certificated Securities or, in the case of a book-entry share transfer of any uncertificated Subject SharesSecurities, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent Depositary may reasonably request) and (cC) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer, and/or (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of Stockholder’s Subject Securities to tender such Subject Securities pursuant to and in accordance with the terms of the Offer. Each Stockholder shall duly tender to Purchaser during any Subsequent Offering Period provided by Purchaser in accordance with the terms of the Offer, all of the Subject Securities, if any, which shall have been issued or otherwise acquired by Stockholder after the expiration of the Offer. Each Stockholder agrees that, that once any of such Stockholder’s Subject Shares Securities are tenderedtendered pursuant to the terms hereof, such Stockholder will not withdraw any tender of such Subject Shares from the OfferSecurities, unless and until (x) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement, or (y) this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes 4.03 hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject Unless the parties to the terms Merger Agreement have agreed to an amendment to the Merger Agreement that is materially adverse to the Stockholder Parties without the consent of this Agreementthe Stockholder Parties (a “Material Modification”) or the Expiration Date or a Company Adverse Recommendation Change has occurred, unless such Stockholder Party shall, as promptly as practicable following the commencement of the Offer, validly tender (and until this Agreement shall have been validly terminated in accordance with Section 5.02not withdraw), each Stockholder agrees to validly and irrevocably tender or cause to be validly tendered (and irrevocably tendered in the Offer all of such Stockholder’s not withdrawn), its Subject Shares pursuant to and in accordance with the terms of the Offer. Unless the Expiration Date, free and clear of all Encumbrances (a Material Modification or a Company Adverse Recommendation Change has occurred, such Stockholder Party shall, as defined below) except for Permitted Encumbrances (promptly as defined below). Without limiting practicable following the generality of the foregoing, promptly after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders prior to the expiration commencement of the Offer, each Stockholder shall validly pursuant to and irrevocably tender in accordance with the terms and conditions of the Offer, (a) deliver (or cause to be validly and irrevocably tendered delivered) to the depositary designated in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted EncumbrancesOffer, including by delivering pursuant to the terms of the Offer (ai) a letter of transmittal with respect to all of such Stockholder’s its Subject Shares complying with the terms of the Offer, (bii) a certificate certificates representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated its Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tenderedif applicable, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (ciii) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once and/or (b) instruct its broker or such other person who is the holder of record of any of such Stockholder’s its Subject Shares are tenderedto validly and properly tender such Subject Shares in the Offer pursuant to the terms and conditions of the Offer. Unless the Expiration Date, a Material Modification or a Company Adverse Recommendation Change has occurred, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder Party shall not tender any of such Stockholder’s the Subject Shares into any exchange or tender or exchange offer commenced by a Person other than Parent Parent, Merger Sub or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date other Subsidiary of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender NoticeParent. Notwithstanding the foregoing, no Stockholder if (x) the Expiration Date, a Material Modification or a Company Adverse Recommendation Change occurs (y) the Merger Agreement is terminated or (z) the Offer shall have been terminated in accordance with the terms of the Merger Agreement, in each case after the Stockholder Party has tendered any obligation under of its Subject Shares in the Offer in accordance with this Section 1.01 to tender 3, the Stockholder Party may withdraw any such Subject Shares into from the Offer if that tender would cause such Stockholder to violate any applicable LawOffer.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder (a) The Shareholder hereby agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer any and all shares of such Stockholder’s Company Common Stock currently beneficially owned by the Shareholder (excluding for purposes of this Section 1 any shares of Company Common Stock that are the subject of unexercised Company Stock Options) and any additional shares of Company Common Stock with respect to which the Shareholder becomes the beneficial owner (including by purchase, by the exercise of Company Stock Options or otherwise) after the date of this Agreement (collectively, but excluding any shares that are disposed of in compliance with Section 6(b), the “Subject Shares Shares”) pursuant to and in accordance with the terms of the Offer, free and clear Offer no later than five (5) business days after the receipt by the Shareholder of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below), but in no event later than the last time at which the depositary can accept tenders prior to the expiration of the Offer, each Stockholder shall validly and irrevocably tender documents or cause instruments required to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer, including the letter of transmittal in the case of certificated Subject Shares. In furtherance of the foregoing, at the time of such tender, the Shareholder shall (i) deliver to the Disbursing Agent designated in the Offer (aA) a letter of transmittal with respect to all of such Stockholder’s the Subject Shares complying with the terms of the Offer, (bB) a certificate or certificates representing all such the Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Disbursing Agent may reasonably request) in the case of a book-entry transfer of any Subject Shares and (cC) all other documents or instruments reasonably instruments, to the extent applicable, in the form required to be delivered by the other shareholders of the Company stockholders pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Subject Shares to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Each Stockholder The Shareholder agrees that, that once any of such Stockholder’s the Subject Shares are tendered, such Stockholder the Shareholder will not withdraw such or cause to be withdrawn any of the Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration10(e), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Existing Shares and any other Subject Shares that become issued and outstanding after the date of this Agreement (such shares, collectively, “Tender Shares”) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) business days after, the last time at which commencement (within the depositary can accept tenders meaning of Rule 14d-2 under the Exchange Act) of the Offer with respect to any Tender Shares acquired prior to the expiration such tenth (10th) business day and within two (2) business days of the Offeracquisition of any other Tender Shares, each Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Tender Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Tender Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Tender Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Tender Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Depository Agent may reasonably request) ), and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Tender Shares are tendered, such Stockholder will not withdraw or will cause not to be withdrawn such Subject Tender Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.025.2. In the event this Agreement has been validly terminated in accordance with Section 5.02For clarity, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each no Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided thatrequired, for purposes of this Agreement, to exercise any unexercised Company Options or the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all Company Warrant or convert any shares of Company Common Class A-1 Convertible Preferred Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause held by such Stockholder to violate any applicable LawStockholder.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement The Shareholder has agreed that he shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered his Shares in the Offer all and that he shall not withdraw any Shares so tendered; PROVIDED, HOWEVER, that if the Shareholder is unable to tender any Shares that are pledged to KeyBank National Association ("KeyBank") the Shareholder shall not be obligated to tender such Shares; PROVIDED FURTHER that the Shareholder shall sell such Shares to Purchaser, and Purchaser shall purchase such Shares from the Shareholder, at the Per Share Amount prior to the Effective Time promptly upon termination of the pledge agreements between the Shareholder and KeyBank relating to such Stockholder’s Subject Shares. Purchaser hereby agrees that, if the Offer is consummated, it will satisfy the liabilities secured by the pledge of Shares pursuant to and in accordance with KeyBank prior to the terms Effective Time. The Shareholder shall tender his Shares (other than the Shares pledged to KeyBank) not later than fourteen business days following commencement of the Offer, free and clear of all Encumbrances other than with respect to the Shares subject to the CBL Insured Credit Facility Agreement (as defined belowthe "CBL Agreement") except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, promptly after the Tender Notice (as defined below), but in no event which shall be tendered not later than the last time at which the depositary can accept tenders one business day prior to the initially scheduled expiration of the Offer; PROVIDED, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in HOWEVER, that if the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering pursuant subject to the terms CBL Agreement are not tendered as aforesaid, any damages of Purchaser shall be limited to $5,000,000. In connection therewith, the Company has agreed with, and covenanted to, Parent that the Company shall not register the transfer of any certificate representing any of the Offer Shareholder's Shares, unless such transfer is made to Parent or the Purchaser or otherwise in compliance with the Shareholder's Agreement. GRANT OF IRREVOCABLE PROXY. Subject to the provisions of the pledge agreements with KeyBank, the Shareholder has irrevocably granted to, and appointed, Parent and any individual designated by Parent as the Shareholder's proxy and attorney-in-fact, to vote the Shareholder's Shares, or grant a consent or approval in respect of the Shares, at any meeting of shareholders of the Company or in any other circumstances upon which the Shareholder's vote, consent or other approval is sought, against (ai) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company and (ii) any amendment of the Company's Articles of Incorporation or Bylaws or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a letter breach of transmittal any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to all of such Stockholder’s Subject Shares complying with the terms of to, the Offer, (b) a certificate representing all such Subject Shares that are certificated orthe Merger, in the case of a book-entry share of Merger Agreement or any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted transactions contemplated by the Business Combination Merger Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder hereby agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) Liens, except for Permitted Encumbrances Liens (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which commencement (within the depositary can accept tenders meaning of Rule 14d-2 under the Exchange Act) of the Offer (or in the case of any shares of Company Common Stock acquired by such Stockholder subsequent to such tenth (10th) Business Day, as promptly as practicable after the acquisition of such shares, as the case may be (but, if such shares are acquired prior to the expiration of the Offer, in no event later than expiration of the Offer)), each Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) in the case of Subject Shares represented by a Certificate, a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (btogether with the Certificate(s) a certificate representing all such Subject Shares that are certificated or, (b) in the case of a book-entry share of any uncertificated Subject SharesBook Entry Share, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) with respect to such Subject Shares, and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant to the terms of the OfferOffer in order to effect the valid tender of such Stockholder’s Subject Shares in accordance with the terms of the Offer and the Merger Agreement. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the OfferOffer at any time, unless and until this Agreement shall have been validly terminated in accordance with Section 5.025.2. In the event this Agreement has been validly terminated in accordance with Section 5.02For clarity, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each no Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided thatrequired, for purposes of the Tender Notice onlythis Agreement, the satisfaction of the Minimum Condition shall be tested assuming that all shares of to exercise any unexercised Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause Options held by such Stockholder to violate any applicable LawStockholder.

Agreement to Tender. Subject to the terms of this Agreement, and unless and until this Agreement shall have has been validly terminated in accordance with pursuant to Section 5.025.2 herein, each Stockholder hereby agrees to validly accept the Offer with respect to all the Subject Shares of such Stockholder and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares that such Stockholder is permitted to tender under applicable Law pursuant to and in accordance with the terms of the Offer, free and clear of all Share Encumbrances (as defined below) except for Permitted Share Encumbrances (each as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) business days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the OfferOffer (or in the case of any After-Acquired Shares directly or indirectly issued to or acquired or otherwise beneficially owned by such Stockholder subsequent to such tenth (10th) business day, or in each case if such Stockholder has not received the Offer Documents by such time, no later than two (2) business days after the acquisition of such After-Acquired Shares or receipt of the Offer Documents, as the case may be), each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer (a) a letter of transmittal (together with all other documents or instruments required to be delivered by Company stockholders pursuant to such letter) with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, Offer and (b) a certificate or certificates representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares that are Book Entry Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tenderedtendered in the Offer, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as American Stock Transfer & Trust Company, LLC (the Exchange Agent “Paying Agent”) may reasonably request) and (c) all other documents request to effect or instruments reasonably required to be delivered by other Company stockholders pursuant to evidence the terms of the Offertransfer thereof. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this (i) the Merger Agreement shall have been validly terminated in accordance with Section 5.02. In its terms, (ii) the event Offer shall have been terminated, withdrawn or shall have expired, or (iii) this Agreement has shall have been validly terminated in accordance with Section 5.025.2 hereof. Upon the occurrence of (i), (ii) or (iii) in the preceding sentence, Parent and Purchaser shall promptly return return, and shall cause the Paying Agent to the Stockholder promptly return, all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such by Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that tender would cause such Stockholder to violate any applicable Law.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares owned by Stockholder as of the commencement of the Offer pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for other than Permitted Encumbrances (as defined belowEncumbrances). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) Business Days after, the last time at which the depositary can accept tenders prior to the expiration commencement of the Offer, each Stockholder shall validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering deliver pursuant to the terms of the Offer all of the Subject Shares owned by the Stockholder as of the date of such tender (athe “Tender Date”) and all other documents or instruments required to be delivered by the Company’s stockholders pursuant to the terms of the Offer, including (A) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, Offer and (bB) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of or an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares. If any Stockholder acquires any Subject Shares after the Tender Date and (c) all other documents or instruments reasonably required to be delivered by other Company stockholders pursuant prior to the terms of Expiration Date, such Stockholder shall promptly tender into the OfferOffer such Subject Shares prior to the Expiration Date. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will shall not withdraw or cause to be withdrawn any of such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In terminated; provided, however, that a Stockholder shall not be required to (x) exercise any unexercised Company Options for the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination purposes of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (iy) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoing, no Stockholder shall have any obligation under this Section 1.01 to tender any Subject Shares into the Offer if that such tender would could cause such Stockholder to violate any applicable Lawincur liability under Section 16(b) of the Exchange Act.

Agreement to Tender. Subject to the terms of this Agreement, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02, each Stockholder agrees to validly and irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares (other than Company Options or Company RSUs that are not exercised or settled during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly after the Tender Notice (as defined below)practicable after, but in no event later than ten (10) business days after, the last time at which commencement (within the depositary can accept tenders prior to meaning of Rule 14d-2 under the expiration Exchange Act) of the Offer (and in respect of any Subject Shares acquired on or following the commencement of the Offer, in no event later than the later of ten (10) business days after the commencement and one (1) business day following such acquisition), each Stockholder shall validly and irrevocably tender deliver or cause to be validly and irrevocably tendered in the Offer all of such Stockholder’s Subject Shares free and clear of all Encumbrances except for Permitted Encumbrances, including by delivering delivered pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer, (b) a certificate representing all such Subject Shares that are certificated or, in the case of a book-entry share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of a book-entry share of any uncertificated Subject Shares, and (c) all other documents or instruments reasonably instruments, to the extent applicable, required to be delivered by other Company stockholders pursuant to the terms of the OfferOffer in order to effect the valid tender of the Subject Shares (it being understood that this sentence shall not apply to Company Options or Company RSUs that are not exercised or settled during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 5.02. In the event this Agreement has been validly terminated in accordance with Section 5.02, Parent shall promptly return to the Stockholder all Subject Shares such Stockholder tendered in the Offer. At all times commencing with the date hereof and continuing until the valid termination of this Agreement in accordance with its terms, each Stockholder shall not tender any of such Stockholder’s Subject Shares into any tender or exchange offer commenced by a Person other than Parent or any Parent Subsidiary5.2. For purposes hereof, a “Tender Notice” means a written notice, delivered by Parent to each Stockholder on the date of the expiration of the Offer (as soon as practicable following 10:00 a.m. New York City time on such expiration date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the expiration), specifying that (i) all of the conditions to the Offer have been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or waived by Parent (to the extent permitted by the Business Combination Agreement) (it being understood that such written notice can only be validly delivered by Parent to the extent that all of the conditions to the Offer have, in fact, been satisfied (or are reasonably expected to be satisfied as of the expiration of the Offer) or otherwise waived by Parent (to the extent permitted by the Business Combination Agreement)); provided that, for purposes of the Tender Notice only, the satisfaction of the Minimum Condition shall be tested assuming that all shares of Company Common Stock to be tendered pursuant to Section 1.01 of this Agreement are tendered prior to the expiration of the Offer and that the consummation of the Offer occurs contemporaneously with the delivery of the Tender Notice. For the avoidance of doubt, nothing in this Section 1.01 shall obligate Parent to deliver a Tender Notice. Notwithstanding the foregoingclarity, no Stockholder shall have be required to exercise any obligation under this Section 1.01 to tender unexercised Company Options or settle any Subject Shares into the Offer if that tender would cause Company RSUs held by such Stockholder in order to violate comply with any provision of this Agreement, but any Shares that result from the exercise of any Company Option or settlement of any Company RSU during the term of this Agreement shall immediately upon such exercise or settlement become subject to those provisions of this Agreement that are not otherwise applicable Lawto unexercised Company Options or unsettled Company RSUs.