Common use of Stockholder Capacity Clause in Contracts

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person person executing this Agreement (including, without limitation, such person's representatives, designees or affiliates) who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein or is obligated hereunder in his or her capacity as such director or officer. The Stockholder signs executes this Agreement solely in his, her or its capacity as the beneficial owner Owner of the Subject Shares Securities (as further set forth on Schedule I hereto), and nothing herein shall limit or prohibit affect any actions taken by the Stockholder (including, without limitation, such person's representatives, designees or any of its Representatives, affiliates) in his or her that person's capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in hisdirector, her or its capacity as the beneficial owner of the Subject Shares and nothing herein in this Agreement shall in any way limit or prohibit affect any actions taken by Stockholder or any of its Representatives, representative thereof in his or her capacity as an officer or a director of the Company, from taking any action and no such actions shall be deemed to constitute a breach of this Agreement. Stockholder is signing this Agreement solely in its capacity as the record and Beneficial Owner of, or failing to take any action in such capacitythe trustee of a trust whose beneficiaries are the Beneficial Owners of, Shares.

Stockholder Capacity. No Person Notwithstanding anything else contained herein, no person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its his capacity as the beneficial owner of the Subject Stockholder’s Shares and nothing herein in this Agreement shall limit or prohibit affect or apply to any actions, judgments or decisions made or taken by Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officerdirector. Stockholder signs is signing this Agreement solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer the record and beneficial owner of, or director the trustee of a trust whose beneficiaries are the Companybeneficial owners of, from taking any action or failing to take any action in such capacityShares.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company Parent shall be deemed to make any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, his or her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer or director of the CompanyParent, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officerdirector. Stockholder signs is signing this Agreement solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer the record and Beneficial Owner of, or director the trustee of a trust whose beneficiaries are the CompanyBeneficial Owners of, from taking any action or failing to take any action in such capacityShares.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officerdirector. The Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer the record and/or Beneficial Owner of, or director the trustee of a trust whose beneficiaries are the CompanyBeneficial Owners of, from taking any action or failing to take any action in such capacitythe Stockholder's Shares.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, his or her or its capacity as the record holder and beneficial owner of the Subject such Stockholder's Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of in its Representatives, in his or her capacity as an officer or director of for the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, his or her or its capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the Subject beneficial owners of, such Stockholder's Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of in its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein or is obligated hereunder in his or her capacity as such director or officer. The Stockholder signs solely in his, her or its capacity as the record holder and beneficial owner (as further set forth on Annex A hereto) of the Stockholder's Subject Shares Shares, and nothing herein shall limit or prohibit affect any actions taken by any Stockholder or any of its Representatives, in his or her the Stockholder's capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officerdirector. Each Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer the record and beneficial owner of, or director the trustee of a trust whose beneficiaries are the Companybeneficial owners of, from taking any action or failing to take any action in such capacityStockholder's Shares.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, her or its capacity as the record holder and beneficial owner of the Subject such Stockholder's Shares and nothing herein shall limit or prohibit affect any actions taken by any Stockholder or any of its Representatives, in his or her such Stockholder's capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity. This Section 2.7 shall survive termination of this Agreement.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officerdirector. Each Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer the record and/or beneficial owner of, or director the trustee of a trust whose beneficiaries are the Companybeneficial owners of, from taking any action or failing to take any action in such capacityStockholder's Shares.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or executive officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or executive officer. Each Stockholder signs solely in his, her or its his capacity as the record and/or beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacityeach Stockholder's Shares.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, his or her or its capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Stockholder's Subject Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of in its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officerdirector. Each Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer the record and Beneficial Owner of, or director the trustee of a trust whose beneficiaries are the CompanyBeneficial Owners of, from taking any action or failing to take any action in such capacityStockholder's Shares.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. The Stockholder signs solely in his, her or its his capacity as the record holder or beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Stockholder's Subject Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officerdirector. Each Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer the record and/or beneficial owner of, or director the trustee of a trust whose beneficiaries are the Companybeneficial owners of, from taking any action or failing to take any action in such capacityStockholder's Shares. 6.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof of this Agreement a director of the Company makes any agreement in his or officer her capacity as a director. Each Stockholder is executing and delivering this Agreement solely in that Stockholder's capacity as the record and beneficial owner of that Stockholder's Shares. Notwithstanding anything to the contrary in this Agreement, no action or inaction by a Stockholder in his capacity as a director of the Company shall be deemed to make any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacitycontravene this Agreement.

Stockholder Capacity. (a) No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, his or her or its capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial holders of, the Subject Shares and nothing herein shall limit or prohibit affect any actions taken by Stockholder or any of its Representatives, in his or her capacity as an a director or officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person person executing this Agreement who is or -------------------- becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, his or her or its capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the Subject beneficial owners of, such Stockholder's Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of in its Representatives, in his or her capacity as an officer or director of the Company, from taking any action Company to the extent specifically permitted by the Merger Agreement or failing to take any action in such capacityas otherwise required by law.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company Xxxxx shall be deemed to make any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit any Stockholder or any of its Representatives, in his or her capacity as an officer or director of the CompanyXxxxx, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person person executing this Agreement --------------------- who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, his or her or its capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Stockholder's Subject Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of in its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares officer and nothing herein shall limit or prohibit Stockholder or affect any of its Representatives, action taken by such person in his or her capacity as an officer a director or director officer. Each Stockholder signs solely in his or her capacity as the record and beneficial owner of, or the trustee of a trust whose beneficiaries are the Companybeneficial owners of, from taking any action or failing to take any action in such capacityStockholder's Shares.

Stockholder Capacity. No Person person executing this Agreement who is -------------------- or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, her or its capacity as the record holder and beneficial owner of the such Stockholder's Subject Shares and nothing herein shall limit or prohibit affect any actions taken by any Stockholder or any of its Representatives, in his or her such Stockholder's capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement. This Section 10 shall survive termination of this Agreement.

Stockholder Capacity. No Person person executing this Agreement who is -------------------- or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, her or its capacity as the record holder and beneficial owner of the such Stockholder's Subject Shares and nothing herein shall limit or prohibit affect any actions taken by any Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement. This Section shall survive termination of this Agreement.

Stockholder Capacity. The Stockholder is executing this Agreement solely in his capacity as a stockholder of the Company. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding herein in his or her this Agreement in such person’s capacity as such a director or officer. Stockholder signs solely Nothing in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein this Agreement shall limit or prohibit Stockholder or affect any of its Representatives, actions taken by such person in his or her capacity as an a director or officer or director of the Company, from taking any action Company to the extent permitted by the Merger Agreement or failing to take any action following the termination of the Merger Agreement in such capacityaccordance with its terms.

Stockholder Capacity. No Person Director Stockholder executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such a director or officerofficer of the Company. Each Director Stockholder signs this Agreement solely in his, her or its his capacity as the beneficial owner a Person that has Voting Control with respect to all of the Subject Shares shares of Voting Stock listed opposite his name on Annex I hereto and nothing herein shall limit or prohibit affect any actions taken by a Director Stockholder or any of its Representatives, in his or her capacity as an a director or officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, his or her or its capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Stockholder's Subject Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action Company in exercising his or failing to take any action in such capacityher rights under the Merger Agreement.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding herein in his or her this Agreement in such Person's capacity as such a director or officer. Each Stockholder signs is entering into this Agreement solely in his, her or its capacity as the record holder or beneficial owner of the such Stockholder's Subject Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of in its Representatives, in his or her capacity as an a director or officer or director of the Company, from taking any action Company to the extent specifically permitted by the Merger Agreement or failing to take any action in such capacityfollowing the termination of the Merger Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes -------------------- any agreement or understanding herein in his or her capacity as such a director or officerofficer of the Company or any subsidiary of the Company. Each Stockholder signs solely in his, his or her or its capacity as the beneficial owner of the Subject such Stockholder's Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking Company or any action or failing subsidiary of the Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person Stockholder executing this Agreement who is -------------------- or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each such Stockholder signs executes this Agreement solely in his, his or her or its capacity as the record holder or beneficial owner of the his or her Subject Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, her or its his capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Stockholder's Subject Shares and nothing herein (including, without limitation, the provisions of Section 3(d)) shall limit or prohibit affect any actions taken by a Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, her or its capacity as the record holder and beneficial owner of the such Stockholder’s Subject Shares and nothing herein shall limit or prohibit Stockholder affect the duties of or any of its Representatives, actions taken by any Stockholder in his or her capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement. This Section 6.3 shall survive termination of this Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. The Stockholder signs solely in his, his or her or its capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the Subject beneficial owners of, the Stockholder's Shares and nothing herein shall limit or prohibit affect any actions taken by the Stockholder or any of in its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding herein in his or her this Agreement in such Person’s capacity as such a director or officer. Each Stockholder signs is entering into this Agreement solely in his, her or its capacity as the record holder or beneficial owner of the such Stockholder’s Subject Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of in its Representatives, in his or her capacity as an a director or officer or director of the Company, from taking any action Company to the extent specifically permitted by the Merger Agreement or failing to take any action in such capacityfollowing the termination of the Merger Agreement.

Stockholder Capacity. No Person executing this Agreement Notwithstanding anything herein to the contrary, no person who is a director, officer or employee of a Stockholder who is, or becomes during the term hereof hereof, a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director, and the agreements set forth herein shall in no way restrict any director in the exercise of his or officerher fiduciary duties as a director of the Company. Each Stockholder signs has executed this Agreement solely in his, her or its capacity as the record and/or beneficial owner holder of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacityShares.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, her or its his capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Stockholder's Subject Shares and nothing herein (including, without limitation, the provisions of Section 4(d)) shall limit or prohibit affect any actions taken by a Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding herein in his or her this Agreement in such Person’s capacity as such a director or officer. Each Stockholder signs is entering into this Agreement solely in his, her or its such Stockholder’s capacity as the record holder or beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, Subject Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of its Representatives, in his or her capacity as an a director or officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person Notwithstanding anything else contained herein, no person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its his capacity as the record holder and beneficial owner of the Subject Stockholder’s Shares and nothing herein in this Agreement shall limit or prohibit affect any actions taken by Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company Parent shall be deemed to make any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer or director of the CompanyParent, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Notwithstanding anything herein to the contrary, no Person executing this Agreement who is or whose representative or officer is, or becomes during the term hereof hereof, a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director a, or officer. Stockholder signs solely in hiswith respect to any, her or its capacity as director, and the beneficial owner of the Subject Shares and nothing agreements set forth herein shall limit or prohibit Stockholder or in no way restrict any director in the exercise of its Representatives, in his or her capacity such director's fiduciary duties as an officer or a director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding herein in his or her this Agreement in such Person’s capacity as such a director or officer. Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares officer and nothing herein shall limit or prohibit Stockholder or affect the ability of any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing Person to take any action in such capacityas director of the Company permissible under the Merger Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such a director or officerofficer of the Company or any subsidiary of the Company. Each Stockholder signs solely in his, his or her or its capacity as the beneficial owner of the Subject such Stockholder's Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of in its Representatives, in his or her capacity as an officer or director of the CompanyCompany or any subsidiary of the Company to the extent specifically permitted by, from taking any action or failing to take any action specifically permitted in such capacitythe Merger Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, her or its his capacity as the record holder and beneficial owner of the Subject such Stockholder’s Shares and nothing herein in this Agreement shall limit or prohibit affect any actions taken by any Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity. This Section 5.11 shall survive termination of this Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officerofficer of the Company. Each Stockholder signs solely in his, her or its capacity as the beneficial owner of the such Stockholder's Subject Shares and nothing Shares. Nothing herein shall limit or prohibit affect any actions taken by any Stockholder (or any of Representatives acting on its Representatives, behalf) in his or her its capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. The Stockholder signs solely in his, her or its capacity as the record holder and beneficial owner of the Stockholder’s Subject Shares and nothing herein shall limit or prohibit Stockholder affect the duties of or any of its Representatives, actions taken by the Stockholder in his or her capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement. This Section 6.3 shall survive termination of this Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.The

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make --------------------- makes any agreement or understanding herein in his or her capacity as such a director or officerofficer of the Company or any subsidiary of the Company. Each Stockholder signs solely in his, his or her or its capacity as the beneficial owner of the Subject such Stockholder's Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of in its Representatives, in his or her capacity as an officer or director of the Company, from taking Company or any action or failing subsidiary of the Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person By executing and delivering this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make Agreement, no Stockholder makes any agreement or understanding herein in his or her capacity as such director a director, officer or officeremployee of the Company or of any Subsidiary of the Company. Each Stockholder signs is signing and entering into this Agreement solely in his, his or her or its capacity as the beneficial owner of the his or her Subject Shares Shares, and nothing herein shall limit or prohibit Stockholder affect in any way any actions that may be hereafter taken or any of its Representatives, not taken by him or her in his or her capacity as an employee, officer or director of the Company or any Subsidiary of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding herein in his or her this Agreement in such Person’s capacity as such a director or officer. Each Stockholder signs is entering into this Agreement solely in his, her or its such Stockholder’s capacity as the record holder or beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder affect any actions taken (or any of its Representatives, failures to act) by a Stockholder in his or her such Stockholder’s capacity as an a director or officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such a director or officerofficer of the Company or any subsidiary of the Company. Each Stockholder signs solely in his, his or her or its capacity as the beneficial owner of the Subject such Stockholder's Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of in its Representatives, in his or her capacity as an officer or director of the Company, from taking Company or any action or failing subsidiary of the Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person By executing and delivering this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any Agreement, each Stockholder makes no agreement or understanding herein in his capacity or her capacity actions as such director a director, officer or officeremployee of the Company or any subsidiary of the Company. Each Stockholder signs is signing and entering into this Agreement solely in his, her or its his capacity as the beneficial owner of the his Subject Shares Shares, and nothing herein shall limit or prohibit Stockholder or affect in any of its Representatives, way any actions that may be hereafter taken by him in his or her capacity as an employee, officer or director of the Company or any Subsidiary of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, her or its capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the Subject beneficial owners of, such Stockholder's Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of in its Representatives, in his or her capacity as an officer or director of the Company, from taking any action Company to the extent specifically permitted by the Purchase Agreement or failing to take any action in such capacity.as otherwise required by law..

Stockholder Capacity. No Person Stockholder executing this Agreement who is or becomes during the term hereof a director or an officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her such Stockholders' capacity as such director or officer. Each Stockholder signs is executing this Agreement solely in his, her or its such Stockholders' capacity as the record holder and/or beneficial owner of the Subject Existing Shares and/or Shares, and nothing herein shall limit or prohibit affect any actions taken or omitted to be taken by a Stockholder or any of its Representatives, in his or her such Stockholder's capacity as an officer or a director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein or is obligated hereunder in his or her capacity as such director or officer. The Stockholder signs solely in his, her or its capacity as the record holder and beneficial owner (as further set forth on Annex A hereto) of the Stockholder’s Subject Shares Shares, and nothing herein shall limit or prohibit affect any actions taken by any Stockholder or any of its Representatives, in his or her the Stockholder’s capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its capacity as the beneficial owner of the Stockholder's Subject Shares and nothing herein shall limit or prohibit affect any actions taken by Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person executing this Agreement -------------------- who is or becomes during the term hereof of this Agreement a director or officer of the Company shall be deemed to make any agreement or understanding herein in this Agreement in such Person's capacity as a director or officer. Each Stockholder is entering into this Agreement solely in his or her capacity as such director the record holder or officer. Stockholder signs solely in hisbeneficial owner of, her or its capacity as the trustee of a trust whose beneficiaries are the beneficial owner of the owners of, such Stockholder's Subject Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of its Representatives, in his or her capacity as an a director or officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person By executing and delivering this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make Agreement, no Stockholder makes any agreement or understanding herein in his or her capacity as such director a director, officer or officeremployee of the Company or of any Subsidiary of the Company. Each Stockholder signs is signing and entering into this Agreement solely in his, his or her or its capacity as the beneficial owner of the Subject Shares such Stockholder's Owned Shares, and nothing herein shall limit or prohibit Stockholder affect in any way any actions that may be hereafter taken or any of its Representatives, not taken by him or her in his or her capacity as an employee, officer or director of the Company or any Subsidiary of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a of this Agreement an officer or director or officer of the Company makes (or shall be deemed to make have made) any agreement or understanding herein in his or her capacity as such director officer or officerdirector. Without limiting the generality of the foregoing, each Stockholder signs solely in his, her or its his capacity as the record and beneficial owner of the such Stockholder's Subject Shares and nothing herein herein, including the provisions of Section 3(d), shall limit or prohibit affect any action taken by a Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any Company to the extent such action or failing to take any action in such capacityis specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs executes this Agreement solely in his, his or her or its capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Stockholder's Subject Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding herein in his or her this Table of Contents Agreement in such Person’s capacity as such a director or officer. Each Stockholder signs is entering into this Agreement solely in his, her or its capacity as the record holder or beneficial owner of the such Stockholder’s Subject Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of in its Representatives, in his or her capacity as an a director or officer or director of the Company, from taking any action Company to the extent specifically permitted by the Merger Agreement or failing to take any action in such capacityfollowing the termination of the Merger Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company Corporation shall be deemed to make any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit any Stockholder or any of its Representativesrepresentatives, in his or her capacity as an officer or director of the CompanyCorporation, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, her or its capacity as the record holder and beneficial owner of the Subject such Stockholder’s Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person person -------------------- executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, his or her or its capacity as the record holder and beneficial owner of the Subject such Stockholder's Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of in its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person Notwithstanding anything herein to the contrary, no person executing this Agreement who is is, or becomes during the term hereof hereof, a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely , and the agreements set forth herein shall in his, no way restrict any director or officer in the exercise of his or her fiduciary duties as a director or its capacity as the beneficial owner officer of the Subject Shares and nothing herein shall limit or prohibit Company. Each Stockholder or any of its Representatives, has executed this Agreement solely in his or her capacity as an officer the record or director beneficial holder of the Company, from taking any action or failing to take any action in such capacityStockholder's Shares.

Stockholder Capacity. No Person executing this Agreement -------------------- who is or becomes during the term hereof of this Agreement a director or officer of the Company shall be deemed to make any agreement or understanding herein in this Agreement in such Person's capacity as a director or officer. The Stockholder is entering into this Agreement solely in his or her capacity as such director the record holder or officer. Stockholder signs solely in hisbeneficial owner of, her or its capacity as the trustee of a trust whose beneficiaries are the beneficial owner of owners of, the Stockholder's Subject Shares and nothing herein shall limit or prohibit affect any actions taken by the Stockholder or any of its Representatives, in his or her capacity as an a director or officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, her or its capacity as the record holder and beneficial owner of the such Stockholder's Subject Shares and nothing herein shall limit or prohibit affect any actions taken by any Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement. This Section shall survive termination of this Agreement.

Stockholder Capacity. No Person person executing this Agreement who -------------------- is or becomes become during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, his or her or its capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the Subject beneficial owners of, such Stockholder's Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of in its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares officer and nothing herein shall limit or prohibit Stockholder or affect any of its Representatives, action taken by such person in his or her capacity as an officer a director or director officer. Each Stockholder signs solely in his or her capacity as the record and Beneficial Owner of, or the trustee of a trust whose beneficiaries are the CompanyBeneficial Owners of, from taking any action or failing to take any action in such capacityStockholder's Shares.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof of this Agreement a director or officer of the Company shall be deemed to make any agreement or understanding herein in this Agreement in such Person’s capacity as a director or officer. The Stockholder is entering into this Agreement solely in his or her capacity as such director the record holder or officer. Stockholder signs solely in hisbeneficial owner of, her or its capacity as the trustee of a trust whose beneficiaries are the beneficial owner of owners of, the Stockholder’s Subject Shares and nothing herein shall limit or prohibit affect any actions taken by the Stockholder or any of its Representatives, in his or her capacity as an a director or officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make Parent makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, her or its capacity as the record holder and beneficial owner of the such Stockholder's Subject Shares and nothing herein shall limit or prohibit affect any actions taken by any Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement. This Section 6.3 shall survive termination of this Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares officer and nothing herein shall limit or prohibit Stockholder or affect any of its Representatives, action taken by such person in his or her capacity as an officer a director or director officer. Each Stockholder signs solely in his or her capacity as the record and beneficial owner of, or the trustee of a trust whose beneficiaries are the Companybeneficial owners of, from taking any action or failing to take any action in such capacityStockholder's Shares. 7.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officerofficer of the Company. Each Stockholder signs solely in his, her or its capacity as the beneficial and record owner of the such Stockholder’s Subject Shares and nothing Shares. Nothing herein shall limit or prohibit affect any actions taken by any Stockholder (or any of Representatives acting on its Representatives, behalf) in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officerdirector. Furthermore, notwithstanding anything to the contrary contained in Sections 2 and 3 above, if any representative of any such Stockholder signs solely is a member of the Company's Board of Directors, nothing in his, her or its such sections shall be construed to obligate such representative to act in such person's capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or a director in any of its Representatives, in his or her capacity manner that may conflict with such person's fiduciary duties as an officer or a director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a of this Agreement an officer or director or officer of the Company makes (or shall be deemed to make have made) any agreement or understanding herein in his or her capacity as such director officer or officerdirector. Without limiting the generality of the foregoing, each Stockholder signs solely in his, her or its his capacity as the record and beneficial owner of the such Stockholder’s Subject Shares and nothing herein herein, including the provisions of Section 3(d), shall limit or prohibit affect any action taken by a Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any Company to the extent such action or failing to take any action in such capacityis specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, her or its capacity as the record holder and beneficial owner of the such Stockholder's Subject Shares and nothing herein shall limit or prohibit affect any actions taken by any Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement. This Section 6.3 shall survive termination of this Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Major Stockholder signs solely in his, her or its his capacity as the record holder and beneficial owner of the Subject such Major Stockholder's Shares and nothing herein (including, without limitation, the provisions of Section 1.6) shall limit or prohibit affect any actions taken by a Major Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Notwithstanding anything herein to the contrary, no Person executing this Agreement who is or whose representative or officer is, or becomes during the term hereof hereof, a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director a, or officer. Stockholder signs solely in hiswith respect to any, her or its capacity as director, and the beneficial owner of the Subject Shares and nothing agreements set forth herein shall limit or prohibit Stockholder or in no way restrict any director in the exercise of its Representatives, in his or her capacity such director’s fiduciary duties as an officer or a director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding in this Agreement in such Person’s capacity as a director or officer. Nothing herein shall limit or affect any actions taken by such Person solely in his or her capacity as such a director or officer. Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a an officer or director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director an officer or officerdirector. The Stockholder signs solely in his, her or its his capacity as the record holder and beneficial owner of the Subject such Stockholder's Shares and nothing herein in this Agreement shall limit or prohibit affect any actions taken by the Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a of this Agreement an officer or director or officer of the Company makes (or shall be deemed to make have made) any agreement or understanding herein in his or her capacity as such director officer or officerdirector. Without limiting the generality of the foregoing, each Stockholder signs solely in his, his or her or its capacity as the beneficial owner of the Subject such Stockholder's Shares and nothing herein shall limit or prohibit affect any action taken by a Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person person executing this Agreement who is is, or -------------------- becomes during the term hereof hereof, a director or officer of the Company shall be deemed to make makes any representation, warranty, covenant, agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares officer and nothing herein shall limit limits such Stockholder's activities as a director or prohibit an officer of the Company. Each Stockholder or any of its Representatives, signs and agrees to be bound solely in his or her capacity as an officer or director the record and/or beneficial owner of such Stockholder's Shares owned as of the Company, from taking any action or failing to take any action in such capacitydate hereof.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, her or its capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the Subject beneficial owners of, such Stockholder’s Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of in its Representatives, in his or her capacity as an officer or director of the Company, from taking any action Company to the extent specifically permitted by the Purchase Agreement or failing to take any action in such capacityas otherwise required by law.

Stockholder Capacity. No Person Notwithstanding anything herein to the contrary, no person executing this Letter Agreement who is is, or becomes during the term hereof hereof, a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely , and the agreements set forth herein shall in his, no way restrict any director or officer in the exercise of his or her fiduciary duties as a director or its capacity as the beneficial owner officer of the Subject Shares and nothing herein shall limit or prohibit Company. Each Stockholder or any of its Representatives, has executed this Letter Agreement solely in his or her capacity as an officer the record or director beneficial holder of the Company, from taking any action or failing to take any action in such capacityStockholder's Shares.

Stockholder Capacity. No Person person executing this Agreement who is -------------------- or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Each Stockholder signs solely in his, her or its his capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Stockholder's Subject Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof of this Agreement a director or officer of the Company shall be deemed to make any agreement or understanding herein in his or her this Agreement in such Person’s capacity as such a director or officer. Each Stockholder signs is entering into this Agreement solely in his, her or its his capacity as the beneficial owner of the such Stockholder’s Subject Shares and nothing herein shall limit or prohibit affect in any way any actions taken by a Stockholder or any of its Representatives, in his or her capacity as an a director or officer or director of the Company, from taking any action or failing to take any action in such capacity.

Stockholder Capacity. No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company Giant shall be deemed to make any agreement or understanding in this Agreement in such Person’s capacity as a director or officer. Nothing herein shall limit or affect any actions taken by such Person solely in his or her capacity as such a director or officer. Stockholder signs solely in his, her or its capacity as the beneficial owner officer of the Subject Shares and nothing herein shall limit Company to the extent permitted by the Transaction Agreement or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer or director following the termination of the Company, from taking any action or failing to take any action in such capacityTransaction Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its his capacity as the beneficial owner of the Stockholder's Subject Shares and nothing herein shall limit or prohibit affect any actions taken by Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its his capacity as the record holder and beneficial owner of the such Stockholder's Subject Shares and nothing herein shall limit or prohibit affect any actions taken by a Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing Company to take any action in such capacitythe extent specifically permitted by the Merger Agreement.

Stockholder Capacity. No Person Notwithstanding anything herein to the contrary, no person executing this Agreement who is is, or becomes during the term hereof hereof, a director or officer of the Company shall be deemed to make makes any agreement or understanding herein in his or her capacity as such director, and the agreements set forth herein shall in no way restrict any director in the exercise of his or officer. Stockholder signs solely in his, her or its capacity fiduciary duties as the beneficial owner a director of the Subject Shares and nothing herein shall limit or prohibit Company. Each Stockholder or any of its Representatives, has executed this Agreement solely in his or her capacity as an officer the record or director beneficial holder of the Company, from taking any action or failing to take any action in such capacity.Stockholder's Shares. [Signature Page Follows]