STOCK VOTING AGREEMENT
STOCK VOTING AGREEMENT (this "Agreement"), dated as of June 22, 2000 by
and between the undersigned stockholder ( the "Stockholder") and CONAGRA, INC.,
a Delaware corporation ("Parent") and INTERNATIONAL HOME FOODS, INC., a Delaware
corporation (the "Company").
WHEREAS, concurrently herewith, Parent, CAG Acquisition Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of Parent (the "Parent
Sub"), and the Company, are entering into an Agreement and Plan of Merger of
even date herewith (the "Merger Agreement"), pursuant to which the Parent Sub
will merge with and into Company (the "Merger"). Each capitalized term used
herein, and not otherwise defined herein, shall have the meaning set forth in
the Merger Agreement; and
WHEREAS, the Stockholder owns, as of the date hereof, the number of
shares of common stock, $.01 par value per share, of the Company ("Company
Common Stock") (such shares of Company Common Stock owned by the Stockholder on
the date hereof, together with any shares of Company Common Stock acquired by
the Stockholder after the date hereof and prior to the termination hereof,
hereinafter collectively referred to as the "Shares") set forth on "Exhibit A";
and
WHEREAS, the Board of Directors of the Company has approved this
Agreement and the transactions contemplated hereby in accordance with Section
203 of the Delaware General Corporation Law; and
WHEREAS, Parent and Parent Sub are entering into the Merger Agreement
in reliance on and in consideration of the Stockholder's representations,
warranties, covenants and agreements hereunder.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, and intending to be
legally bound hereby, it is agreed as follows:
1. Vote.
(a) Agreement to Vote. The Stockholder hereby revokes any and all
previous proxies with respect to such Stockholder's Shares and irrevocably
agrees to vote and otherwise act (including pursuant to written consent) with
respect to all of such Shares, (i) for the adoption of the Merger Agreement, as
the same may be amended from time to time, all actions required in furtherance
thereof, and all agreements related to the Merger and any actions related
thereto, at any meeting or meetings of the stockholders of the Company, and at
any adjournment, postponement or continuation thereof, at which the Merger
Agreement and other related agreements (or any amended version or versions
thereof), or such other actions are submitted for the consideration and vote of
the stockholders of the Company; (ii) against any action or agreement that is
reasonably likely to result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of the Company under the
Merger Agreement; and (iii) against (a) any extraordinary corporate transaction,
such as a merger, rights offering, reorganization, recapitalization or
liquidation involving the Company or any of its subsidiaries other than the
Merger, (b) a sale or transfer (other than to a subsidiary of the Company) of
assets of the Company or any of its material subsidiaries comprising more than
15% of the assets of the Company on a consolidated basis, or (c) any action that
is reasonably likely to materially impede, interfere with, delay, postpone or
adversely affect in any material respect the Merger and the transaction
contemplated by the Merger Agreement. The obligations of the Stockholder under
this Section 1 shall remain in effect with respect to the Shares until, and
shall terminate upon, the earlier to occur of the Effective Time or the
termination of the Merger Agreement in accordance with its terms. The
Stockholder hereby agrees to execute such additional documents as Parent may
reasonably request to effectuate the foregoing.
(b) Irrevocable Proxy.
(i) The Stockholder hereby constitutes and appoints
Parent, with full power of substitution, its true and
lawful proxy and attorney-in-fact to vote, at any
meeting (and any adjournment or postponement thereof)
of the Company's stockholders, the Shares in
accordance with Section 1(a). Such proxy shall be
limited strictly to the power to vote the Shares in
the manner set forth in the preceding sentence and
shall not extend to any other matters.
(ii) The proxy and power of attorney granted herein shall
be irrevocable during the term of this Agreement,
shall be deemed to be coupled with an interest
sufficient in law to support an irrevocable proxy and
shall revoke all prior proxies granted by the
Stockholder. The Stockholder agrees not to grant any
proxy to any person which conflicts with the proxy
granted herein, and any attempt to do so shall be
void. The power of attorney granted herein is a
durable power of attorney and shall survive the death
or incapacity of the Stockholder.
(iii) If the Stockholder fails for any reason to vote the
Shares in accordance with the requirements of Section
1(a) hereof, then the Parent shall have the right to
vote the Shares at any meeting of the Company's
stockholder in accordance with the provisions of this
Section 1(b). The vote of Parent shall control in any
conflict between its vote of the Shares and a vote by
the Stockholder of such Shares.
2. Representations and Warranties of the Stockholder. The Stockholder
represents and warrants to Parent as follows:
2.1 Ownership of Shares. On the date hereof, the Shares are all of
the Shares currently owned by the Stockholder. Except, as to a
Stockholder that is an individual, as set forth in Schedule
2.1 and as contemplated by Section 3.1, the Stockholder
currently has, and at Closing will have good, valid and
marketable title to the Shares, free and clear of all liens,
encumbrances, and security interests (other than the
encumbrances created by this Agreement and other than
restrictions on transfer under applicable Federal and State
securities laws) and free of other restrictions, options,
rights to purchase or other claims that would adversely affect
the ability of the Stockholder to perform its obligations
hereunder or pursuant to which, the Stockholder could be
required to sell, assign or otherwise transfer the Shares.
2.2 Authority; Binding Agreement. The Stockholder has the full
legal right, power and authority to enter into and perform all
of its obligations under this Agreement. This Agreement has
been duly executed and delivered by the Stockholder and
constitutes a legal, valid and binding agreement of the
Stockholder, enforceable in accordance with its terms, except
as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws, now
or hereafter in effect affecting creditors rights and remedies
generally or general principles of equity. Neither the
execution and delivery of this Agreement nor the consummation
by the Stockholder of the transactions contemplated hereby
will (i) violate, or require any consent, approval or notice
under, any provision of any judgment, order, decree, statute,
law, rule or regulation applicable to the Stockholder or the
Shares or (ii) constitute a violation of, conflict with or
constitute a default under, any contract, commitment,
agreement, understanding, arrangement or other restriction of
any kind to which the Stockholder is a party or by which the
Stockholder is bound, in each case the effect of which would
adversely affect the ability of the Stockholder to perform his
obligations hereunder.
2.3 Reliance on Agreement. The Stockholder understands and
acknowledges that the Parent is entering into the Merger
Agreement in reliance upon the Stockholder's execution and
delivery of this Agreement. The Stockholder acknowledges that
the agreement set forth in Section 1 is granted in
consideration for the execution and delivery of the Merger
Agreement by the Parent.
3. Certain Covenants of the Stockholder. Except in accordance with
the provisions of this Agreement, the Stockholder agrees with, and covenants to,
Parent as follows:
3.1 Transfer. The Stockholder shall not, other than, in the case
of a Stockholder that is an individual, as a result of the
death of the Stockholder, (i) transfer (which term shall
include, without limitation, for the purposes of this
Agreement, any sale, gift, pledge, assignment, encumbrance or
other disposition), whether directly or indirectly (including
by operation of law), or consent to any transfer of, any or
all of the Shares or any interest therein, except pursuant to
the Merger, (ii) grant any proxies with respect to the Shares,
deposit the Shares into a voting trust or enter into a voting
agreement or similar arrangement with respect to the Shares,
or (iii) enter into any contract, option or other agreement or
understanding with respect to any transfer of any or all such
Shares or any interest therein or take any other action with
respect thereto, in either case, in a manner that would
conflict with or violate the terms of the "affiliate letter"
executed by the Stockholder pursuant to Section 5 hereof or
take any other action that would prevent the Stockholder from
performing its obligations under this Agreement.
Notwithstanding the foregoing provisions of this Section 3.1,
in the case of a Stockholder that is an individual, such
Stockholder may pledge, or enter into any contract,
arrangement or understanding which constitutes a pledge of,
the Shares or any interest contained therein, free from
obligations on the pledgee under this Agreement; provided,
however, such Stockholder shall, in connection with such
pledge, retain its voting rights over such Shares and shall
retain or shall otherwise remain liable for the obligations
under Section 4 with respect to such shares.
3.2 Stop Transfer. The Stockholder hereby agrees with, and
covenants to, each other party hereto, that such Stockholder
shall not request that the Company register the transfer (book
entry or otherwise) of any certificate or uncertified interest
representing any of its Shares, unless such transfer is made
in compliance with this Agreement. The Company agrees with,
and covenants to, each other party hereto that the Company
shall not register the transfer (book entry or otherwise) of
any certificate or uncertified interest representing any of
the Shares, unless such transfer is made in compliance with
this Agreement.
3.3 Solicitation. Prior to the Effective Time, the Stockholder
agrees in his capacity as the Stockholder that it shall not
directly or indirectly (including through representatives,
advisors, agents or any other intermediaries), (i) solicit,
initiate, encourage or otherwise facilitate (including by way
of furnishing information) any inquiries or proposals that
constitute, or could reasonably be expected to lead to, a
proposal or offer for a merger, tender offer,
recapitalization, consolidation, business combination, sale or
other disposition of all or a substantial portion of the
assets of the Company and its Subsidiaries, taken as a whole,
sale of 15% or more of the shares of capital stock (including
by way of a tender offer, share exchange or exchange offer) or
similar or comparable transactions involving the Company or
any of its Subsidiaries, other than the transactions
contemplated by the Merger Agreement (any one or combination
of the foregoing inquiries or proposals being referred to in
this Agreement as an Acquisition Transaction), (ii) engage in
negotiations or discussions concerning, or provide any
non-public information to any person or entity relating to,
any Acquisition Transaction, or which may reasonably be
expected to lead to an Acquisition Transaction, or (iii) enter
into any agreement, arrangement or understanding with respect
to any such Acquisition Transaction or which would require the
Company to abandon, terminate or fail to consummate the Merger
or any other transaction contemplated by the Merger Agreement.
Notwithstanding the foregoing, the Stockholder may act as an
advisor or representative of the Company in connection with
actions taken by the Company that are permitted pursuant to
Section 6.2 of the Merger Agreement.
3.4 Notifications. The Stockholder shall, while this Agreement is
in effect, notify Parent promptly, but in no event later than
two business days, of the number of any shares of Company
Common Stock acquired by the Stockholder after the date
hereof.
4. Capture. The Stockholder agrees:
(a) In the event that the Merger Agreement shall have been terminated
under circumstances where Parent is entitled to receive a Termination Fee, the
Parent, as provided in this Section 4, shall be entitled to receive fifty
percent (50%) of all Profit (as defined below) received by the Stockholder from
the consummation of any Acquisition Transaction that is entered into (including
by way of announcement of an intent to commence a tender or exchange offer) or
consummated upon such termination or within twelve (12) months thereafter (an
"Alternative Transaction").
(b) "Profit" shall be calculated as of the date of the consummation of
the Alternative Transaction (the "Alternative Closing Date") and shall mean the
excess, if any, of (i) the Alternative Transaction Consideration (as defined
below), over (ii) the product of (determined without duplication) the sum of (x)
the number of Shares held by the Stockholder and that were sold, exchanged or
otherwise disposed of as a part of the Alternative Transaction and (y) the
number, if any, of Disposition Shares, times (z) $22.00 (the "Current
Transaction Consideration").
(c) "Alternative Transaction Consideration" shall mean all cash,
securities, settlement or termination amounts, notes, or other debt instruments,
and other consideration received or to be received, directly or indirectly, by
the Stockholder (i) in respect of the Shares held by the Stockholder that were
sold, exchanged or otherwise disposed of (x) as a part of the Alternative
Transaction and (y) by the Stockholder after the termination of the Merger
Agreement and prior to the Alternative Closing Date (the Shares under this
clause (y) being referred to as "Disposition Shares") and (ii) in respect of any
agreements or arrangements (including, without limitation, any employment
agreement (except a bona fide employment agreement pursuant to which the
Stockholder is required to devote, and under which the Stockholder in good faith
intends to devote, substantially all of his business time and effort to the
performance of executive services for the Company), consulting agreement,
non-competition agreement, confidentiality agreement, settlement agreement or
release agreement) entered into, directly or indirectly, by the Stockholder as a
part of or in connection with the Alternative Transaction; provided that the
foregoing shall not include up to $10,000,000 received as a result of such
Alternative Transaction by Xxxxx, Muse & Co. Partners L.P. pursuant to Section
3(b) of that certain Financial Advisory Agreement dated November 1, 1996.
(d) For purposes of determining whether a Profit exists and the value
of the Alternative Transaction Consideration (i) all securities and other
non-cash items shall be valued as mutually agreed, and, absent such agreement,
based upon the fair market value thereof as determined by an independent expert
selected by Parent and who is reasonably acceptable to the Stockholder (the cost
of which shall be equally borne by Parent and the Stockholder), (ii) all
deferred payments or consideration ("Deferred Consideration") shall be
discounted to the net present value thereof at a discount rate (the "Discount
Rate") as mutually agreed or as determined by the such independent expert to be
a market rate, and (iii) all contingent payments will be assumed to have been
paid.
(e) If a Profit is determined to exist then, Parent shall be entitled
to participate in such Profit as follows:
(i) To the extent that a Profit is determined to exist
solely by reason of the receipt, as of the
Alternative Closing Date, of Alternative Transaction
Consideration in the form of cash and equity
securities and not taking into account any other
Alternative Transaction Consideration (such Profit
being referred to as a "Cash Profit") then, the
Stockholder shall:
(x) pay and assign to Parent fifty percent (50%)
of the amount of such Cash Profit with such
payment and assignment being comprised of
cash and equity securities in the same ratio
as such items comprised the Alternative
Transaction Consideration, and
(y) assign to Parent fifty percent (50%) of the
amount of all Alternative Transaction
Consideration consisting of items other than
cash and equity securities.
(ii) If clause (i) is not applicable and if a Profit is
determined to exist, then, at such time as a Profit
Receipt Date (as defined herein) has occurred,
Stockholder shall then promptly assign to Parent
fifty percent (50%) of the amount of all Alternative
Transaction Consideration that is payable or that may
be received from and after the Profit Receipt Date.
"Profit Receipt Date" shall mean that point in time
that the amount of cash (including cash proceeds from
debt securities, other non-cash items, Deferred
Compensation and contingent payments) and equity
securities actually received by the Stockholder as a
part of the Alternative Transaction Consideration (or
from the disposition of any portion of the
Alternative Transaction Consideration) equals the
amount of the Current Transaction Consideration.
(f) Any assignment of non-cash items of Alternative Transaction
Consideration by Stockholder hereunder shall be free and clear of all liens,
claims and encumbrances (other than those arising under the terms of the
Alternative Transaction Consideration assigned) and shall include any
registration or similar rights to which the Stockholder is entitled. Any payment
of cash items of Alternative Transaction Consideration by Stockholder hereunder
shall be made to Parent or its designee, within two (2) business days of its
receipt by the Stockholder. Any non-cash items to be delivered to Parent shall
be delivered within two (2) business days following receipt by Stockholder.
(g) In the event that after the date of this Agreement, the amount of
consideration to be received by the holders of Company Common Stock in
connection with the Merger should be increased (a "Second Transaction"), then,
as may be requested by Parent, the Stockholder shall either (i) execute and
deliver to Parent such documents or instruments as may be necessary to waive the
right to receive 50% of such increase to the extent that such increase results
in any Profit or (ii) tender and pay and assign, or cause to be paid and
assigned, to Parent, or its designee, 50% of the Profit realized from such
Second Transaction in the same form of consideration (including relative
proportions of cash and stock) delivered by Parent to the Stockholder in
connection with the Second Transaction. As used in this Section 4(c), Profit
shall mean an amount equal to the excess, if any, of (y) the per share Second
Transaction Consideration over (z) $22.00. As used in this subparagraph (g),
Second Transaction Consideration shall mean all cash and securities (whether
debt or equity), received or to be received, directly or indirectly, by the
Stockholder in respect of the Shares in connection with or as a result of the
Second Transaction.
5. Delivery of Affiliate Letter. In connection with the execution of
this Agreement, the Stockholder shall execute and deliver to Parent on the date
hereof, the "affiliate letter" in the form attached hereto as Exhibit "B".
6. Effect of Purported Transfer. The parties hereto agree that any
transfer of the Shares made other than in compliance with this Agreement shall
be null and void. Any such transfer shall convey no interest in any of the
Shares purported to be transferred, and the transferee shall not be deemed to be
a stockholder of the Company nor entitled to receive a new share certificate or
any rights, dividends or other distributions on or with respect to such Shares.
7. Termination. This Agreement shall terminate on the earlier of (i)
the Effective Time (as defined in the Merger Agreement) or (ii) upon the
termination of the Merger Agreement in accordance with its terms; provided,
however, Section 4 and Section 9 shall survive, and shall not terminate until
the Stockholder shall have performed all obligations under Section 4.
8. Action in the Stockholder's Capacity Only. The Stockholder does not
make any agreement or understanding herein as director or officer of the
Company. The Stockholder signs solely in his capacity as a recordholder and
beneficial owner of the Shares, and nothing herein shall limit or affect any
actions taken in his capacity as an officer or director of the Company.
9. Miscellaneous.
9.1 Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and
shall be delivered personally or by next-day courier or
telecopied with confirmation of receipt, to the parties at the
addresses specified below (or at such other address for a
party as shall be specified by like notice; provided that
notices of a change of address shall be effective only upon
receipt thereof). Any such notice shall be effective upon
receipt, if personally delivered or telecopied or one day
after delivery to a courier for next-day delivery.
If to Parent: ConAgra, Inc.
Xxx XxxXxxx Xxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx
Fax No.: (000) 000-0000
with a copy to: XxXxxxx, North, Xxxxxx & Xxxxx, X.X.
Xxx Xxxxxxx Xxxx Xxxxx, Xxxxx 0000
000 Xxxxx Xxxxxxxxx Xxxxxx
Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxx
Fax No.: 000-000-0000
If to Stockholder: at the addresses set forth on Schedule A
If to the Company: International Home Foods, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: General Counsel
Fax No.: (000) 000-0000
with a copy to: Xxxxxx & Xxxxxx L.L.P.
0000 Xxxxxxxx Xxxx Xxxxxx
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attention: A. Xxxxxxx Xxxxx
Fax No.: (000) 000-0000
9.2 Entire Agreement. This Agreement, together with the documents
expressly referred to herein, constitute the entire agreement
and supersede all other prior agreements and understandings,
both written and oral, among the parties or any of them, with
respect to the subject matter contained herein.
9.3 Amendments. This Agreement may not be modified, amended,
altered or supplemented, except upon the execution and
delivery of a written agreement executed by the parties
hereto.
9.4 Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective
successors, assigns and personal representatives, but neither
this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties without the
prior written consent of the other parties.
9.5 Governing Law. This Agreement, and all matters relating
hereto, shall be governed by, and construed in accordance with
the laws of the State of Delaware without giving effect to the
principles of conflicts of laws thereof.
9.6 Injunctive Relief; Jurisdiction. The Stockholder and the
Company agree that irreparable damage would occur and that
Parent would not have any adequate remedy at law in the event
that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that Parent shall
be entitled to an injunction or injunctions to prevent
breaches by the Stockholder or the Company of this Agreement
and to enforce specifically the terms and provisions of this
Agreement in any court of the United States located in the
State of Delaware or in any Delaware state court
(collectively, the "Courts"), this being in addition to any
other remedy to which they are entitled at law or in equity.
In addition, each of the parties hereto (i) irrevocably
consents to the submission of such party to the personal
jurisdiction of the Courts in the event that any dispute
arises out of this Agreement or any of the transactions
contemplated hereby, (ii) agrees that such party will not
attempt to deny or defeat such party to the personal
jurisdiction by motion or other request for leave from any of
the Courts and (iii) agrees that such party will not bring any
action relating to this Agreement or any of the transactions
contemplated hereby in any court other the Courts. The
Stockholder hereby appoints, and shall give prompt notice of
such appointment to, Prickett, Jones, Xxxxxxx, Xxxxxxx &
Xxxxxx, 0000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, as its
authorized agent (the "Authorized Agent") upon which process
may be served in any action based on this Agreement which may
be instituted in the Courts by Parent, and the Stockholder and
the Company expressly accepts the jurisdiction of any such
Court in respect to such action. Such appointment shall be
irrevocable. The Stockholder, severally but not jointly,
represents and warrants that the Authorized Agent has agreed
to act as said agent for service of process, and the
Stockholder agrees, severally but not jointly, to take any and
all action, including, without limitation, the filing of any
and all documents and instruments, which may be necessary to
continue such appointment in full force and effect. Service of
process upon the Authorized Agent and written notice of such
service to the Stockholder shall be deemed, in every respect,
effective service of process upon the Stockholder.
9.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original
and all of which together shall constitute one and the same
document.
9.8 Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms
or provisions of this Agreement in any other jurisdiction. If
any provision of this Agreement is so broad as to be
unenforceable, such provision shall be interpreted to be only
so broad as is enforceable.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, as of the date and year first above written.
INTERNATIONAL HOME CONAGRA, INC.
FOODS, INC.
By: /s/ C. Xxxx Xxxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
Name: C. Xxxx Xxxxxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Chief Executive Officer Title: Senior Vice President,
Mergers and Acquisitions
HM3 COINVESTORS, L.P.
By: HM3/GP Partners, L.P.,
Its General Partner
By: Xxxxx, Xxxx XX Partners III, L.P.
Its General Partner
By: Xxxxx, Muse Fund III Incorporated,
Its General Partner
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Vice President
EXHIBIT "A"
Stock Ownership and Address Notice List
HM3 Coinvestors, L.P. 721,413 shares
c/o Hicks, Muse, Xxxx & Xxxxx, Incorporated
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxxx X. Xxxxxx, Xx.
Telecopier: (000) 000-0000
EXHIBIT "B"
Form of Affiliate Letter Agreement
[Date]
[Parent, Inc.]
---------------------------
---------------------------
---------------------------
RE: Agreement and Plan of Merger dated as of ____________, 2000 ("Merger
Agreement"), by and among [Parent], Inc. ("Parent"), a wholly-owned
subsidiary of Parent ("Merger Sub"), and [Company], Inc. (the "Company")
Gentlemen:
As a holder of shares of the Company's common stock ("Company Common
Stock"), the undersigned is entitled to receive, in connection with the merger
contemplated by the Merger Agreement, certain shares of common stock, par value
$5.00 per share, of Parent ("Parent Common Stock") and cash. Further, I
understand that I may be deemed an "affiliate" of the Company within the meaning
of Rule 145 under the Securities Act of 1933, as amended (the "Act").
Rule 145. I hereby represent to Parent that I will not offer, sell,
pledge, hypothecate, transfer or otherwise dispose of, any shares of Parent
Common Stock received by me in connection with the merger contemplated by the
Merger Agreement, except (i) in a transaction permitted by Rule 145 under the
Act, or (ii) pursuant to an effective registration statement under the Act, or
(iii) in a transaction which, in the opinion of counsel, reasonably satisfactory
to Parent, is not required to be registered under the Act.
Legend. I further agree and consent to the placement of the following
legend on the certificates representing the shares of Parent Common Stock to be
received by me in the merger:
"This Certificate has been issued to or transferred to the
registered holder as a result of a transaction to which Rule 145 under
the Securities Act of 1933, as amended (the "Act"), applies and may not
be sold, transferred or assigned except (i) in a transaction permitted
by Rule 145 under the Act, and as to which the issuer has received
reasonable satisfactory evidence of compliance with Rule 145, or (ii)
pursuant to an effective registration statement under the Act, or (iii)
in a transaction which, in the opinion of counsel reasonably
satisfactory to the issuer, is not required to be registered under the
Act."
Parent may cause stop transfer orders to be placed with its transfer
agent with respect to the certificates for the shares of Parent Common Stock
that are required to bear the foregoing legend.
Acknowledgment. I acknowledge that (i) I have carefully read this
letter and understand the requirements hereof and the limitations imposed upon
the distribution, sale, transfer or other disposition of Parent Common Stock and
(ii) the receipt by Parent of this letter is an inducement and a condition to
Parent's obligations to consummate the merger.
Yours very truly,
------------------------------------
Name:
