(b)           Each of Parent and Purchaser hereby represents, warrants and covenants to the Shareholder as follows:

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(i)            Organization, Standing and Corporate Power. Each of Parent and Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full power and authority to own its properties and carry on its business as presently conducted. Each of Parent and Purchaser has the necessary power and authority to enter into and perform all of its respective obligations under this Agreement and to consummate the transactions contemplated hereby.

(ii)           Execution, Delivery and Performance by Parent and Purchaser.  The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by each of Parent and Purchaser, do not require any authorization, consent or approval of, exemption or other action by, or notice to, any third party and each of Parent and Purchaser has taken all other actions required by law and its organizational documents to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by each of Parent and Purchaser and, assuming due and valid execution and delivery of the Shareholder, constitutes the valid and binding obligation of each of Parent and Purchaser and is enforceable in accordance with its terms, except as enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in law or at equity).

4.             Recapitalization; Option Exercise.  In the event of a stock dividend or distribution, or any change in the Shares (or any class thereof) by reason of any split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” shall include, without limitation, all such stock dividends and distributions and any shares into which or for which any or all of the Shares (or any class thereof) may be changed or exchanged and, in each case, that are entitled to vote at a meeting of the Company’s shareholders as may be appropriate to reflect such event. The term “Shares” shall also include any other or additional shares of Company Common Stock or any other shares of capital stock or equity entitled to vote at a meeting of the Company’s shareholders, acquired and owned of record or beneficially by the Shareholder after the date of this Agreement and before the Termination Date, including, without limitation, shares acquired in connection with the exercise of Company Options and Company Stock-Based Awards.   Notwithstanding the foregoing, or anything in this Agreement to the contrary, the term “Shares” shall not include any shares of Company Common Stock not beneficially owned by the Shareholder, including any shares of Company Common Stock with respect to which the Shareholder has been appointed a proxy in connection with any proxy solicitation by the Company and any Shares underlying any options set forth in Part B of Schedule I hereto, to the extent such options have not been exercised; and nothing contained herein shall require the Shareholder to exercise any options or other derivative securities pursuant to which Shares may be issued.

5.             Shareholder Capacity.  The Shareholder does not make any agreement or understanding herein in the Shareholder’s capacity as a director or officer of the Company. The Shareholder executes this Agreement solely in his capacity as a record owner and/or Beneficial

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