EYE » Topics » COVENANTS

This excerpt taken from the EYE 8-K filed Dec 5, 2007.

COVENANTS

Section 3.1 COVENANTS OF THE STOCKHOLDERS.

(a) Each of the Stockholders agrees with the Company that, during the period commencing on the date hereof and ending on the termination of this Agreement pursuant to Article IV, at all meetings of stockholders of the Company, and with respect to any consent solicitation, the Stockholders shall (or shall cause its “Affiliates” (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to vote, or provide its consent with respect to, all of the shares of Common Stock beneficially owned by the Stockholders for each of the Company’s nominees for election to the Board at the 2008 Annual Meeting, and in other matters proposed by stockholders at the 2008 Annual Meeting, in accordance with the recommendation of the Board. Notwithstanding the foregoing, the Stockholders shall have no restriction on voting with respect to matters (other than the election of directors) submitted by the Board at the Annual Meeting.

 

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(b) Each of the Stockholders agrees with the Company that, during the period commencing on the date hereof and ending on the termination of this Agreement pursuant to Article IV, each of the Stockholders will not, and will cause each of its Affiliates not to:

(i) Solicit (as such term is used in the proxy rules of the Securities and Exchange Commission) proxies or consents, or participate in any manner in the solicitation of proxies or consents, from the Company’s stockholders to elect persons to the Board or to approve stockholder proposals; provided, however, that nothing in this Section 3.1(b) shall prohibit Mr. Morfit from soliciting proxies or consents in his capacity as a director of the Company for proposals or actions made at the direction of the Board;

(ii) Make or be the proponent of any stockholder proposal, whether pursuant to Rule 14a-8 of the Exchange Act or otherwise;

(iii) Seek, alone or in concert with others, to (1) call a meeting of stockholders, (2) seek representation on the Board, except as set forth herein, or (3) the removal of any member of the Board;

(iv) Make any publicly disclosed proposal relating to or publicly disclosed request that the Board consider any of the matters set forth in (b) through (j) of Item 4 of Schedule 13D of the Exchange Act; or

(v) Request the Company or any of its representatives, directly or indirectly, to release any of the Stockholders from, amend or waive, or otherwise take any action that is inconsistent with any provision of this Agreement

(c) Mr. Morfit agrees with the Company to sign an agreement signed by all Directors concerning the Company’s policies relating to confidentiality, communications with third parties and trading in the Company’s securities.

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