“ Transfer ” means, with respect to a security, the sale, grant, assignment, transfer, pledge, hypothecation, encumbrance, assignment, constructive sale, or other disposition of such security or the Beneficial Ownership thereof (including by operation of Law), or the entry into of any Contract to effect any of the foregoing, including, for purposes of this Agreement, the transfer or sharing of any voting power of such security.

II             AGREEMENT TO VOTE

2.1.          Agreement to Vote .  Subject to the terms and conditions hereof, each Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until the earlier to occur of (a) the Effective Time and (b) the termination of the Merger Agreement in accordance with its terms (the “ Expiration Time ”), at any meeting (whether annual or special, and at each adjourned or postponed meeting) of stockholders, however called, or in connection with any written consent of the Company’s stockholders, each Shareholder will (x) appear at each such meeting or otherwise cause its Owned Shares to be counted as present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Shareholder’s shares of Company Common Stock Beneficially Owned by such Shareholder as of the relevant time (“ Owned Shares ”) (i) in favor of the adoption of the Merger Agreement (whether or not recommended by the Company Board), (ii) against any Competing Transaction, (iii) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the adoption thereof, (iv) against any action or agreement that such Shareholder knows would result in a breach of any representation, warranty, covenant or agreement of the Company under the Merger Agreement, (v) against any liquidation or winding up of the Company, (vi) against any extraordinary dividend by the Company or change in the capital structure of the Company (other than pursuant to the Merger Agreement) and (vii) against any action or agreement that such Shareholder knows would, or knows would be reasonably likely to, result in any condition to the consummation of the Merger set forth in Article V of the Merger Agreement not being fulfilled or knows would materially adversely affect the ability of the Company to consummate the transactions contemplated by the Merger Agreement by the Outside Date.

2.2.          Additional Shares . Each Shareholder hereby agrees, while this Agreement is in effect, to promptly notify Parent of the number of any new shares of Company Common Stock with respect to which Beneficial Ownership is acquired by such Shareholder, if any, after the date hereof.  Any such shares of Company Common Stock shall automatically become subject to the terms of this Agreement.

2.3.          Restrictions on Transfer, Etc .  Except as provided for herein, each Shareholder agrees, from the date hereof until the Expiration Time, not to (a) tender into any tender or exchange offer or otherwise directly or indirectly Transfer any Owned Shares, or (b) grant any proxies with respect to such Shareholder’s Owned Shares, deposit such Shareholder’s Owned Shares into a voting trust, enter into a voting agreement with respect to any of such Shareholder’s Owned Shares or otherwise restrict the ability of such Shareholder freely to exercise all voting rights with respect thereto.  Any action attempted to be taken in violation of the preceding sentence will be null and void.  Each Shareholder further agrees to authorize and request the Company to notify the Company’s transfer agent that there is a stop transfer order

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with respect to all of the Owned Shares and that this Agreement places limits on the voting of the Owned Shares.  If so requested by Parent, each Shareholder agrees that the certificates representing Owned Shares shall bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in Section 2.4 of this Agreement.

2.4.          Proxies .  Each Shareholder hereby revokes any and all previous proxies granted with respect to its Owned Shares.  By entering into this Agreement, each Shareholder hereby grants a proxy appointing Parent, Merger Sub and each of their designees, and each of them individually, as such Shareholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Shareholder’s name, to be counted as present, vote, dissent or withhold consent (but not affirmatively consent in writing), or otherwise to act on behalf of the Shareholder with respect to its Owned Shares in favor of the Merger Agreement and otherwise in the manner contemplated by, and to give effect to, Section 2.1.  The proxy granted by each Shareholder pursuant to this Section 2.4 is, subject to the last sentence of this Section 2.4, irrevocable and is coupled with an interest, in accordance with Section 212(e) of the DGCL, and is granted in order to secure such Shareholder’s performance under this Agreement and also in consideration of Parent and Merger Sub entering into this Agreement and the Merger Agreement.  If any Shareholder fails for any reason to be counted as present, consent or vote such Shareholder’s Owned Shares in accordance with the requirements of Section 2.1 above (or anticipatorily breaches such section), then Parent and Merger Sub shall have the right to cause to be present, consent or vote such Shareholder’s Owned Shares in accordance with the provisions of Section 2.1.  The proxy granted by each Shareholder hereunder shall supersede any prior proxy and shall not be superseded by any later proxy granted, made or purported to be granted or made by each such Shareholder.  The proxy granted by each Shareholder shall terminate upon termination of this Agreement in accordance with its terms.

III            REPRESENTATIONS AND WARRANTIES

3.1.          Representations and Warranties of Shareholders .  Each Shareholder, severally and not jointly, represents and warrants to Parent, Merger Sub and the Company as of the date of this Agreement (or, in the case of a Permitted Transferee, as of the date of the relevant Transfer) and as of the date of any meeting of stockholders and as of the date of the execution of any written consent of the Shareholders, as follows (provided, however, with respect to any representation and warranty made as of a date after the date hereof, such Shareholder severally and not jointly makes such representation and warranty with exceptions that would not reasonably be expected to adversely affect such Shareholder’s ability to comply with its obligations pursuant to Section 2.1):

(a)           Such Shareholder has the requisite capacity and authority to execute and deliver this Agreement and to consummate the transaction contemplated hereby.  This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a legal, valid and binding agreement of such Shareholder enforceable by Parent, Merger Sub and the Company against such Shareholder in accordance with its terms.

(b)           Such Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Shares, which, as of the date hereof, are set forth below such Shareholder’s name on the signature page hereto, and

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except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, such Shareholder’s Owned Shares.  The Owned Shares set forth below such Shareholder’s name on the signature page hereto constitute all of the capital stock of the Company that is Beneficially Owned by such Shareholder (other than (i) Owned Shares of another affiliated Shareholder that is a party hereto and (ii) the shares of and options for shares of Company Common Stock owned by or granted to Affiliates of such Shareholder who are directors of the Company) and, except for such Shareholder’s Owned Shares, the Owned Shares owned by the other Shareholders who are parties to this Agreement and the shares of and options for shares of Company Common Stock owned by or granted to Affiliates of such Shareholder who are directors of the Company, such Shareholder and such Shareholder’s Affiliates in its private equity business (and not its portfolio companies) do not Beneficially Own or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any shares of Company Common Stock or any securities convertible into shares of Company Common Stock (including options to purchase Company Common Stock ).

(c)           None of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder of the transactions contemplated hereby or