Subject to the terms and conditions set forth in this Agreement, contingent upon the undersigned’s compliance with this Agreement, as a condition to, an inducement for and in consideration for the willingness of Purchaser to enter into the Merger Agreement, and in consideration of a payment of USD $100.00 (the “ Payment ”) which the Company promises to pay to the Holder , (less any withholdings as required by all applicable laws), at or prior to the Closing, the Holder agrees to be bound by and to act in accordance with the terms and conditions of this Agreement. The Payment may be made by the Company in the form of a check payable to the Holder and delivered to the address set forth below the Holder’s signature on the signature page of this Agreement or by wire transfer to a bank account designated by the Holder.