Common use of No Transfer; No Inconsistent Arrangements Clause in Contracts

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such Stockholder’s Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s the Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s the Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including any profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s the Subject Shares or any interest therein; provided, (d) grant however, that the foregoing restrictions shall not apply to Transfers of Subject Shares to an Affiliate of Stockholder, any trust for the direct or permit indirect benefit of the grant undersigned or the immediate family of any proxythe undersigned or by will or intestacy; provided such transferee executes a written agreement, power-of-attorney or other authorization or consent in or form and substance reasonably acceptable to Parent, to assume all of Stockholder’s obligations hereunder in respect of the Subject Shares subject to such Transfer and to be bound by the terms of this Agreement with respect to such Subject Shares (any such Stockholder’s Subject SharesTransfer, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares“Permitted Transfer”), or (fd) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder, except for any action as would not reasonably be expected, either individually or in the aggregate, to materially impair, impede, delay or frustrate the ability of Stockholder to perform Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of to consummate the foregoing sentence shall be null and void ab initiotransactions contemplated hereby on a timely basis. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a an Acquisition Proposal and shall not tender any Subject Shares in into any such tender offer or exchange offer.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder (including pursuant to Section 1.1 or Section 4.1) or under the Merger Agreement, such Stockholder Shareholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such StockholderShareholder’s Subject Shares, shares of Common Stock or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contractcontract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such StockholderShareholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (fvi) take or permit any other action that would in any way restrict, limit or interfere with the performance of such StockholderShareholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder Shareholder herein untrue or incorrectincorrect in any material respect. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Shareholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, a sale by such StockholderShareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder Such Shareholder agrees that it shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall cause each of its Affiliates not tender to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any equity interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement. Notwithstanding the foregoing, such Shareholder may make Transfers of such Shareholder’s Shares or any right or interest therein and any other shares of common stock held by such Shareholder (a) to any wholly-owned Subsidiary of such Shareholder or any Affiliate of such Shareholder, in which case any Subject Shares in so Transferred shall continue to be bound by this Agreement and provided that any such tender offer transferee agrees in writing to be bound by the terms and conditions of this Agreement prior to the consummation of, and as a condition to, any such Transfer; or exchange offer(b) as Parent may otherwise agree in writing in its sole discretion.

No Transfer; No Inconsistent Arrangements. Except as expressly provided hereunderhereunder in Section 1.3 or in connection with any transaction to which Section 4.7 is applicable, such Stockholder shall not, directly or indirectly, (ai) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, a “Transfer”), any or all of such Stockholder’s Subject Shares, Shares or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contractcontract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares (other than, following a termination of this Agreement, Subject Shares that are not Restricted Voting Shares), or (fvi) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, including a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Such Stockholder agrees that it shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall cause each of its Affiliates not tender to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any Subject Shares Equity Interests in the Company for the purpose of opposing or competing with or taking any such tender offer or exchange offeractions inconsistent with the transactions contemplated by the Merger Agreement.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, from and after the date hereof and until the valid termination of this Agreement in accordance with its terms, such Stockholder Shareholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such StockholderShareholder’s Subject Shares, (b) offer, transfer, sell (including short sell), assign, loan, encumber, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offerdistribution), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such StockholderShareholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such StockholderShareholder’s Subject Shares or any legal or beneficial or other interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such StockholderShareholder’s Subject SharesShares or any interest therein, (e) deposit or permit the deposit of any of such StockholderShareholder’s Subject Shares into a voting trust or trust, enter into a voting agreement agreement, understanding or arrangement with respect to any of such StockholderShareholder’s Subject Shares, Shares or tender any of such Shareholder’s Subject Shares in a tender offer or (f) take or knowingly permit any other action that would in any way prohibit or materially restrict, limit or interfere with the performance of such StockholderShareholder’s obligations hereunder under this Agreement or otherwise make any representation or warranty the consummation of such Stockholder herein untrue or incorrectthe transactions contemplated hereby. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Shareholder agrees that any such prohibited action may and shall be enjoined. Notwithstanding the foregoing, any Shareholder may Transfer Subject Shares (i) if an entity, to any Affiliate of such Shareholder, or (ii) if a natural person, (A) to any member of such Shareholder’s immediate family, (B) to a trust for the sole benefit of such Shareholder or any member of such Shareholder’s immediate family, the sole trustees of which are such Shareholder or any member of such Shareholder’s immediate family, (C) by will or under the laws of intestacy upon the death of such Shareholder, (D) to a charitable organization, (iii) to any custodian or nominee for the purpose of holding such Subject Shares for the account of the Shareholder or its Affiliates (provided that such Shareholder maintain all investment and voting control to allow such Shareholder to comply with the terms of this Agreement with respect to the Subject Shares), or (iv) in connection with the tender of Subject Shares in the Offer as provided hereunder and under the Purchase Agreement (the Transfers described in clauses (i), (ii) or (iii) (that, with respect to Transfers described in clauses (i) and (ii), comply with the joinder required by the following proviso), the “Permitted Transfers”); provided that any such transfer referred to in clauses (i) or (ii)(A) through (D) shall be permitted only if the transferee shall have executed and delivered to Parent and Buyer, a joinder to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement. If any involuntary Transfer of any of such StockholderShareholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such StockholderShareholder’s trustee in any bankruptcy, or a sale to a purchaser Buyer at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall shall, subject to applicable Law, take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this AgreementAgreement in accordance with its terms. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Shareholder may make Transfers of its Subject Shares in any such tender offer or exchange offeras Parent may agree by written consent.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, during the time this Agreement is in effect, such Stockholder Shareholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such StockholderShareholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge assign gift or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offeroffer (other than the Offer)), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such StockholderShareholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing); provided that either Shareholder shall be permitted to Transfer any Subject Shares to the other Shareholder, so long as such Subject Shares continue to be Subject Shares hereunder, (c) enter into any pledging or hedging Contract, derivative arrangement, option or other agreement Contract (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s ) that would prevent Shareholder from delivering the Subject Shares into the Offer or any interest thereinfrom voting the Subject Shares, in each case, in accordance herewith, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such StockholderShareholder’s Subject Shares, (e) deposit or permit the deposit of any of such StockholderShareholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such StockholderShareholder’s Subject Shares, Shares or (f) take or permit any other action that would in any way restrict, limit or interfere with prevent the performance of such StockholderShareholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder Shareholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio; provided that the Transfer restrictions set forth in Section 4.1(b) shall terminate as of 11:59 p.m. (New York City time) on April 25, 2018 (the “Transfer Restriction Cut-Off Time”); it being understood that all Subject Shares not Transferred in accordance with this Agreement after the Transfer Restriction Cut-Off Time shall continue to be subject to all of the restrictions applicable to Subject Shares set forth in this Agreement, including under Article I and this Section 4.1, except for the restrictions set forth in Section 4.1(b). If any involuntary Transfer of any of such StockholderShareholder’s Subject Shares shall occur (including, but not limited to, including a sale by such StockholderShareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Datetermination of this Agreement, such Stockholder Shareholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a an Alternative Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer. Nothing in this Agreement shall prohibit any pledging or hedging or entering into any Contract, derivative arrangement, option or other Contract (including profit sharing agreement) that will not prevent Shareholder from delivering the Subject Shares into the Offer or from voting the Subject Shares, in each case, in accordance herewith. Notwithstanding the foregoing, such Stockholder may make Transfers of its Subject Shares as Buyer may agree in writing in its sole discretion.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, during the time this Agreement is in effect, such Stockholder Shareholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such StockholderShareholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge assign gift or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offeroffer (other than the Offer)), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such StockholderShareholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing); provided that any Shareholder shall be permitted to Transfer any Subject Shares to another Shareholder, so long as such Subject Shares continue to be Subject Shares hereunder, (c) enter into any pledging or hedging Contract, derivative arrangement, option or other agreement Contract (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s ) that would prevent Shareholder from delivering the Subject Shares into the Offer or any interest thereinfrom voting the Subject Shares, in each case, in accordance herewith, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such StockholderShareholder’s Subject Shares, (e) deposit or permit the deposit of any of such StockholderShareholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such StockholderShareholder’s Subject Shares, Shares or (f) take or permit any other action that would in any way restrict, limit or interfere with prevent the performance of such StockholderShareholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder Shareholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio; provided that the Transfer restrictions set forth in Section 4.1(b) shall terminate as of 11:59 p.m. (New York City time) on April 25, 2018 (the “Transfer Restriction Cut-Off Time”); it being understood that all Subject Shares not Transferred in accordance with this Agreement after the Transfer Restriction Cut-Off Time shall continue to be subject to all of the restrictions applicable to Subject Shares set forth in this Agreement, including under Article I and this Section 4.1, except for the restrictions set forth in Section 4.1(b). If any involuntary Transfer of any of such StockholderShareholder’s Subject Shares shall occur (including, but not limited to, including a sale by such StockholderShareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Datetermination of this Agreement, such Stockholder Shareholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a an Alternative Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer. Nothing in this Agreement shall prohibit any pledging or hedging or entering into any Contract, derivative arrangement, option or other Contract (including profit sharing agreement) that will not prevent Shareholder from delivering the Subject Shares into the Offer or from voting the Subject Shares, in each case, in accordance herewith. Notwithstanding the foregoing, such Stockholder may make Transfers of its Subject Shares as Buyer may agree in writing in its sole discretion.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit limit, impede, delay or interfere with the performance of compliance with such Stockholder’s obligations hereunder or in any material respect, otherwise make any representation or warranty of such Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Stockholder from complying with any of its obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Each Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Shares on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, (x) any Stockholder that is an individual may Transfer Subject Shares (i) to any member of such Stockholder’s immediate family, (ii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, or (iii) by will or under the laws of intestacy upon the death of such Stockholder and (y) any Stockholder may Transfer Subject Shares to any Affiliate (as defined in the Merger Agreement) of such Stockholder; provided that in any such case, such Transfer shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct at the time of such Transfer and the transferee shall have executed and delivered to Parent and Purchaser a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement in accordance with Section 5.2. Each Stockholder agrees that it shall not, and shall cause each of its affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) for the purpose of taking any actions inconsistent with the transactions contemplated by this Agreement or the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Each Stockholder shall notify Parent as promptly as practicable in writing of the number of any additional shares of Company Common Stock or other Company Securities of which such tender offer Stockholder acquires record or exchange offerbeneficial ownership on or after the date hereof.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, such 2.1 Each Stockholder shall not, directly or indirectly, (a) create or permit agrees not to exist any Share Encumbrance, other than Permitted Share Encumbrances, on Transfer any of such Stockholder’s Subject Covered Shares; provided, however, (i) that such Stockholder may, (a) if such Stockholder is an individual, Transfer any Covered Shares to any members of such Stockholder’s immediate family, or to a trust solely for the benefit of such Stockholder or any member of such Stockholder’s immediate family, (b) transferif such Stockholder is an individual, sellTransfer any Covered Shares by will, assign, gift, hedge, pledge pursuant to the terms of any revocable trust that becomes an irrevocable trust or otherwise dispose under the laws of (including, for intestacy upon the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any death of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contractif such Stockholder is Xxxxx X. Xxxxx, option Xxx Capital Partners, LLLP, CGM Capital LLLP and Boca Xxxxxx 22, LLC, collectively Transfer up to one million five hundred thousand (1,500,000) of their Covered Shares, in the aggregate, to one or other agreement more charities, and (including profit sharing agreementd) if such Stockholder is Xxxxx X. Xxxxxxxxx, Transfer up to twenty percent (20%) of his Covered Shares as of the date hereof to the Mandarich Family Foundation, but in the case of the foregoing clauses (a) and (b), arrangement or understanding only if all of the representations and warranties of such Stockholder would be true and correct upon such Transfer (other than those set forth in Section 5.2 of this Agreement) and the transferees agree in writing, in a form reasonably satisfactory to Parent, to be bound by the obligations set forth herein with respect to any Transfer such Covered Shares as if they were a Stockholder hereunder, with Parent named as an express third-party beneficiary of such Stockholder’s Subject Shares or any interest therein, agreements (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject SharesTransfer, a “Permitted Transfer”); and (eii) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If if any involuntary Transfer of any of such Stockholder’s Subject Covered Shares shall occur (including, but not limited to, including a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall shall, subject to applicable Law, take and hold such Subject Covered Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination the Expiration Time. Any action taken in violation of the immediately preceding sentence shall, to the fullest extent permitted by Law, be null and void ab initio. To the extent any Covered Shares are transferred to any family foundations of Xxxxx X. Xxxxx or Xxxxx X. Xxxxxxxxx in compliance with this Agreement. Notwithstanding anything in Section 2.1, nothing contained herein will be deemed to require Xxxxx X. Xxxxx, any individual executing this Agreement on behalf of an entity holding Covered Shares or Xxxxx X. Xxxxxxxxx, in their capacities as directors or officers of such family foundations, to the contrary, until the Termination Date, cause such Stockholder shall not, directly family foundations to take or indirectly, accept not take any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any actions with respect to such tender offer or exchange offerTransferred Covered Shares.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderpursuant to the express terms of this Agreement, such Stockholder VC Shareholder shall notnot (and shall not permit any Person under such VC Shareholder’s control to), without the prior written consent of the Investor, directly or indirectly, (ai) create grant any proxies, powers of attorney, rights of first offer or permit refusal or enter into any voting trust with respect to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such StockholderVC Shareholder’s Subject Shares, (bii) transfer, sell (including short sell), assign, gifttransfer, hedgetender, pledge pledge, encumber, grant a participation interest in, hypothecate or otherwise dispose of (includingincluding by gift) (each, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, a “Transfer”), ) any of such StockholderVC Shareholder’s Subject Shares, or (iii) otherwise permit any right or interest therein (or consent Liens to be created on any of the foregoing)such VC Shareholder’s Subject Shares, (civ) enter into any Contractcontract, option agreement, option, instrument or other agreement (including profit sharing agreement), arrangement or understanding with respect to any the direct or indirect Transfer of such Stockholder’s Subject Shares or any interest thereinof, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such StockholderVC Shareholder’s Subject Shares, or (fv) take or permit any other action that would in any way restrict, limit or interfere in any material respect with the performance of such StockholderVC Shareholder’s obligations hereunder or the transactions contemplated hereby or, subject to the following sentence, otherwise make any representation or warranty of such Stockholder VC Shareholder herein untrue or incorrect. Any action taken incorrect in violation of the foregoing sentence shall be null and void ab initioany material respect. If any involuntary Transfer of any of such StockholderVC Shareholder’s Subject Shares shall occur (including, but not limited to, a sale by such StockholderVC Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such VC Shareholder’s Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement as a VC Shareholder for all purposes hereunder. Such VC Shareholder agrees that it shall not, and shall cause each of its controlled Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any equity interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Transaction Agreement, which shall continue . The VC Shareholder hereby authorizes the Investor to direct the Company to impose stop orders to prevent the Transfer of any of such VC Shareholder’s Subject Shares in full force and effect until valid termination violation of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit reasonably be expected to prevent or interfere with the performance of materially delay or materially impair such Stockholder’s ability to timely perform its obligations hereunder or the consummation by such Stockholder of the transactions contemplated by this Agreement, or (g) take or permit any other action that would otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Each Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Shares on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, each Stockholder may Transfer Subject Shares to (i) any Affiliate of such Stockholder; (ii) to any charitable foundation or organization, including donor advised funds; or (iii) to the extent required by any non-consensual Judgement, by divorce decree or by will, intestacy or other similar applicable Law; provided, in each case, that such Transfer shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct at the time of such Transfer and the transferee shall have executed and delivered to Parent and Merger Sub a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement in accordance with Section 5.2. Each Stockholder agrees that he, she or it shall not, and shall cause each of his, her or its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) for the purpose of taking any actions inconsistent with the transactions contemplated by this Agreement or the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall notmay make Transfers of his, directly her or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any its Subject Shares as Parent may agree in any such tender offer or exchange offerwriting in its sole discretion.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit limit, impede, delay or interfere with the performance of of, and compliance with, such Stockholder’s obligations hereunder or in any material respect, otherwise make any representation or warranty of such Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Stockholder from performing, and complying with, any of its obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Each Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Shares on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, each Stockholder may Transfer Subject Shares to any (x) Affiliate of such Stockholder or (y) to any charitable organization; provided that, in each case, such Transfer shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct at the time of such Transfer and the transferee shall have executed and delivered to Parent and Merger Sub a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement in accordance with Section 5.2. Each Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) for the purpose of taking any actions inconsistent with the transactions contemplated by this Agreement or the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Each Stockholder shall notify Parent as promptly as reasonably practicable (and in any event within 48 hours after receipt) in writing of the number of any additional shares of Company Common Stock or any other securities of the Company of which such tender offer Stockholder acquires beneficial or exchange offerrecord ownership on or after the date hereof.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such Stockholder’s Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition an Alternative Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderFrom and after the date hereof and until this Agreement is terminated in accordance with Section 5.2, such no Stockholder shall notshall, directly or indirectly, (ai) grant or create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any or all of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, tender, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right right, title or interest therein (including any right or power to vote to which such Stockholder may be entitled) (or consent to any of the foregoing), (ciii) enter into (or caused to be entered into) any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest thereinShares, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any of such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement similar arrangement, commitment or understanding with respect to any of such Stockholder’s Subject Shares, Shares or (fvi) take or permit any other action that would reasonably be expected to prevent or materially restrict, disable or delay the consummation by the P2 Parties of the transactions contemplated by this Agreement or otherwise adversely impact the P2 Parties’ ability to perform its obligations hereunder in any way restrictmaterial respect. Notwithstanding the foregoing, limit (x) direct or interfere with indirect Transfers of equity or other interests in each of the performance P2 Parties by its equityholders is not prohibited by this Section 4.1 and (y) each of such Stockholder’s obligations hereunder or otherwise the P2 Parties may make any representation or warranty Transfers of such Stockholder herein untrue or incorrectSubject Shares as Parent may, in its sole discretion, agree in writing. Any action taken Transfer in violation of the foregoing sentence this Section 4.1 shall be null and void ab initio. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything is terminated in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offeraccordance with Section 5.2.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit limit, impede, delay or interfere with the performance of of, and compliance with, such Stockholder’s obligations hereunder or in any material respect, otherwise make any representation or warranty of such Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Stockholder from performing, and complying with, any of its obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Each Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Shares on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, each stockholder may Transfer Subject Shares to any Affiliate of such Stockholder; provided, that such Transfer shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct at the time of such Transfer and the transferee shall have executed and delivered to Parent and Merger Sub a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement in accordance with Section 5.2. Each Stockholder agrees that he, she or it shall not, and shall cause each of his, her or its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) for the purpose of taking any actions inconsistent with the transactions contemplated by this Agreement or the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall notmay make Transfers of his, directly her or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any its Subject Shares as Parent may agree in writing in its sole discretion. Each Stockholder shall notify Parent as promptly as practicable (and in any event within 48 hours after receipt) in writing of the number of any additional shares of Company Common Stock or any other securities of the Company of which such tender offer Stockholder acquires beneficial or exchange offerrecord ownership on or after the date hereof.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit limit, impede, delay or interfere with the performance of such Stockholder’s obligations hereunder or in any material respect, otherwise make any representation or warranty of such Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Stockholder from performing any of its obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Each Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Shares on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, (x) any Stockholder that is an individual may Transfer Subject Shares (i) to any member of such Stockholder’s immediate family, (ii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, or (iii) by will or under the laws of intestacy upon the death of such Stockholder and (y) any Stockholder may Transfer Subject Shares to any Affiliate (as defined in the Merger Agreement) of such Stockholder; provided, that in any such case, such Transfer shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct at the time of such Transfer and the transferee shall have executed and delivered to Parent and Purchaser a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement in accordance with Section 5.2. Each Stockholder agrees that it shall not, and shall cause each of its affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) for the purpose of taking any actions inconsistent with the transactions contemplated by this Agreement or the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Each Stockholder shall notify Parent as promptly as practicable (and in any event within 48 hours after receipt) in writing of the number of any additional shares of Company Common Stock of which such tender offer Stockholder acquires beneficial or exchange offerrecord ownership on or after the date hereof.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderpursuant to the express terms of this Agreement, such Stockholder shall notnot (and shall not permit any Person under such Stockholder’s control to), without the prior written consent of Parent, directly or indirectly, (ai) create grant any proxies, powers of attorney, rights of first offer or refusal or enter into any voting trust with respect to any of such Stockholder’s Subject Shares, (ii) sell (including short sell), assign, transfer, tender, pledge, encumber, grant a participation interest in, hypothecate or otherwise dispose of (including by gift, and whether by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise, and including pursuant to a derivative transaction or through the Transfer by any other Person of any equity interests in any direct or indirect holding company holding Subject Shares or through the issuance and redemption by any such holding company of its securities) or consent to any of the foregoing (each, a “Transfer”), or cause to be Transferred, any of such Stockholder’s Subject Shares, (iii) otherwise permit any Liens to exist any Share Encumbrance, other than Permitted Share Encumbrances, be created on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (civ) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to the direct or indirect Transfer of any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of the Subject Shares or grant any proxy or power of attorney, or any other authorization or consent, with respect thereto that is inconsistent with this Agreement. Such Stockholder hereby agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s Subject SharesShares and shall be binding upon any Person to which legal or Beneficial Ownership shall pass, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance whether by operation of such Stockholder’s obligations hereunder law or otherwise make any representation including its successors or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null permitted assigns and void ab initio. If if any involuntary Transfer of any of such Stockholder’s Subject Shares shall occur (including, but not limited to, including a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Stockholder’s Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement as a Stockholder for all purposes hereunder. Such Stockholder agrees that it shall not, and shall cause each of its controlled Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any equity interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement, which shall continue . Each Stockholder hereby agrees not to request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Subject Shares and each Stockholder authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any of such Stockholder’s Subject Shares in full force and effect until valid termination violation of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder (including pursuant to Section 1.1 or Section 4.1) or under the Merger Agreement and until this Agreement is terminated, such Stockholder the Shareholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrancespursuant to any applicable restrictions on transfer under the Securities Act, on any of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such Stockholderthe Shareholder’s Equity Interests in the Company, including any Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contractcontract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholderthe Shareholder’s Equity Interests in the Company, including any Subject Shares Shares, into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Equity Interests, including the Subject Shares, or (fvi) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholderthe Shareholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder the Shareholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and the Shareholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, a sale by such Stockholderthe Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in During the term of this Agreement to Agreement, the contrary, until the Termination Date, such Stockholder Shareholder agrees that it shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall cause each of its affiliates not tender to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any Equity Interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement. Notwithstanding the foregoing, the Shareholder may make Transfers of Subject Shares (a) to any affiliate of the Shareholder, in which case the Subject Shares shall continue to be bound by this Agreement and provided that any such tender offer transferee agrees in writing to be bound by the terms and conditions of this Agreement prior to the consummation of any such Transfer; or exchange offer(b) as Parent may otherwise agree in writing in its sole discretion.

No Transfer; No Inconsistent Arrangements. Except as expressly provided hereunderhereunder in Section 1.3 or in connection with any transaction to which Section 4.7 is applicable, such Stockholder (but in no case, the Restricted Funds) shall not, directly or indirectly, (ai) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, a “Transfer”), any or all of such Stockholder’s Subject Shares, Shares or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contractcontract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares (other than, following a termination of this Agreement, Subject Shares that are not Restricted Voting Shares), or (fvi) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, including a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Such Stockholder agrees that it shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall cause each of its Affiliates not tender to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any Subject Shares Equity Interests in the Company for the purpose of opposing or competing with or taking any such tender offer or exchange offeractions inconsistent with the transactions contemplated by the Merger Agreement. For the avoidance of doubt, this Section 4.2 shall not apply to the Restricted Funds.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Transaction Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, without the prior written consent of Parent, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such Stockholder’s Subject Shares, Company Stock Options or Company RSU Awards, (b) transfer, sell, assign, gift, hedge, lend, pledge or otherwise dispose of (including, for the avoidance of doubtincluding by sale or merger, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer, by testamentary disposition, by liquidation or dissolution, by dividend or distribution, by operation of Law or otherwise), either voluntarily or involuntarily, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, Company Stock Options or Company RSU Awards, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares Shares, Company Stock Options or Company RSU Awards, or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, Company Stock Options or Company RSU Awards (other than in connection with the exercise of voting rights at a general meeting of shareholders of the Company, provided such exercise does not result in a breach of Section 1.2), (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit enter into any other action Contract that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect as though made on the date of such Contract or (g) approve or consent to any of the forgoing. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of such Stockholder’s Subject Shares Shares, Company Stock Options or Company RSU Awards shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares Shares, Company Stock Options or Company RSU Awards, as applicable, subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this AgreementAgreement in accordance with Section 5.2. Notwithstanding anything the foregoing, (x) such Stockholder may make Transfers of its Subject Shares, Company Stock Options or Company RSU Awards as Parent may agree in this Agreement writing, such agreement not to be unreasonably withheld, conditioned or delayed, subject to the contraryterms and conditions contained in the applicable Company Stock Plan, until the Termination DateCompany Restricted Share Purchase Agreement and/or award agreement evidencing such Company Stock Options or Company RSU Awards (collectively, a “Company Plan”) and (y) such Stockholder shall notmay Transfer Subject Shares, Company Stock Options or Company RSU Awards (and any Shares underlying such Company Stock Options or Company RSU Awards) (i) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, (ii) by will or under the Laws of intestacy upon the death of such Stockholder, (iii) for estate planning purposes, (iv) by effecting a “net exercise” or “net settlement” of a Company Stock Option or Company RSU Award in which the Company holds back Shares otherwise issuable (but not in the sale of already owned Shares) either to pay the exercise price upon the exercise of a Company Stock Option or to satisfy the Stockholder’s tax withholding obligation upon the exercise, vesting and/or settlement of a Company Stock Option, Company RSU Award or Company Restricted Share, in each case as permitted pursuant to the terms of any Company Plan, (v) to any investment fund or other entity controlled or managed by the Stockholder or the investment adviser or general partner of the Stockholder, or an entity under common control or management with the Stockholder (in each case, directly or indirectly), accept any tender offer or exchange offer (vi) in the case of a Stockholder who is not a natural person, by pro rata distributions from the Stockholder to its members, partners, or shareholders pursuant to the Stockholder’s organizational documents; provided, that constitutes a Acquisition Proposal and the transferee of the Transfer referred to in clauses (x) or (y)(i)-(vi) shall not tender any Subject Shares in have, prior to any such tender offer or exchange offerTransfer, executed and delivered to Parent a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such Person shall constitute a “Stockholder” for all purposes of this Agreement. Nothing herein will restrict the ability of Stockholder to exercise any Company Stock Options.

No Transfer; No Inconsistent Arrangements. (a) Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, Shares or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, any Stockholder may Transfer Subject Shares (i) to any member of such Stockholder’s immediate family, (ii) to a charitable organization, (iii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family or (iv) by will or under the laws of intestacy upon the death of such Stockholder; provided that a transfer referred to in clause (i) through (iv) of this sentence shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct upon such transfer and the transferee agrees in writing, in a manner reasonably acceptable to Parent, to accept such Subject Shares subject to the terms of this Agreement and to be bound by the terms of this Agreement and to agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, including a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Parent may agree in any such tender offer or exchange offerwriting in its sole discretion.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder (including pursuant to Section 1.1 or Section 4.1) or under the Merger Agreement, such Stockholder Shareholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such StockholderShareholder’s Equity Interests in the Company, including any Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contractcontract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such StockholderShareholder’s Equity Interests in the Company, including any Subject Shares Shares, into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Equity Interests, including the Subject Shares, or (fvi) take or permit any other action that would in any way restrict, limit or interfere with the performance of such StockholderShareholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder Shareholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Shareholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, a sale by such StockholderShareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder Such Shareholder agrees that it shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall cause each of its Affiliates not tender to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any Equity Interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement. Notwithstanding the foregoing, such Shareholder may make Transfers of Subject Shares (a) to any wholly-owned Subsidiary of such Shareholder, in which case the Subject Shares shall continue to be bound by this Agreement and provided that any such tender offer transferee agrees in writing to be bound by the terms and conditions of this Agreement prior to the consummation of any such Transfer; or exchange offer(b) as Parent may otherwise agree in writing in its sole discretion.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, including by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such Stockholder’s Subject Shares shall occur (including, but not limited to, including a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a an Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly direct or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offerdistribution), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any right or interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, Shares or (fvi) take or permit any of their respective Representatives to take other action that would in any way materially restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect in any material respect. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may and should be enjoined. In furtherance of this Agreement, concurrently herewith, each Stockholder shall, and hereby authorizes the Company and its counsel to, notify the Company’s transfer agent that, from the date hereof until the termination of this Agreement, and subject to the last sentence of this Section 3.01, there is a stop transfer order with respect to all of such Stockholder’s Subject Shares and that this Agreement places limits on the voting and transfer of such Subject Shares, in each case, prior to the termination of this Agreement. If any involuntary Transfer of any or all of such Stockholder’s Subject Shares shall occur (including, but not limited toif applicable, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser Merger Sub at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of or the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything the foregoing, any Stockholder may Transfer Subject Shares to one or more partners or members of such Stockholder or to an affiliated entity under common control with such Stockholder or to any trustee or beneficiary of the trust or pursuant to a Transfer by will, operation of law or for estate planning purposes, provided, that such a Transfer shall be permitted only if, as a precondition, the transferee of such Subject Shares agrees in writing, to accept such Subject Shares subject to the terms of this Agreement and to be bound by the contraryterms of this Agreement and to agree and acknowledge that such person shall constitute a Stockholder for all purposes of this Agreement (each, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer“Permitted Transfer”).

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit limit, impede, delay or interfere with the performance of of, and compliance with, such Stockholder’s obligations hereunder or in any material respect, otherwise make any representation or warranty of such Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Stockholder from performing, and complying with, any of its obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Each Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Shares on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, each Stockholder may Transfer Subject Shares to: (i) any Affiliate of such Stockholder or (ii) to any investment fund or other entity controlled or managed by such Stockholder or by the investment adviser or general partner of such Stockholder or an entity under common control or management with the Stockholder (in each case, directly or indirectly); provided that such Transfer shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct at the time of such Transfer and the transferee shall have executed and delivered to Parent and Merger Sub a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this AgreementAgreement in accordance with Section 5.2. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Each Stockholder shall notify Parent as promptly as practicable (and in any event within 48 hours after receipt) in writing of the number of any additional shares of Company Common Stock of which such tender offer Stockholder acquires beneficial or exchange offerrecord ownership on or after the date hereof, including as a result of the exercise or settlement, as applicable, of any Company Stock Option, Company RSU or Company Warrant.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder in any material respect or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect in any material respect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Each Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Securities on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, (x) any Stockholder that is an individual may Transfer Subject Shares (i) to any member of such Stockholder’s immediate family, (ii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, (iii) by will or under the laws of intestacy upon the death of such Stockholder or (iv) to any charitable organization and (y) any Stockholder that is an entity may Transfer Subject Shares to any Affiliate or Subsidiary; provided, that a transfer referred to in clause (x) through (y) of this sentence shall be permitted only if the transferee shall have executed and delivered to Parent and Purchaser a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Each Stockholder shall notify Parent as promptly as practicable (and in any event within 48 hours after receipt) in writing of the number of any additional shares of Common Stock of which such tender offer Stockholder acquires beneficial or exchange offerrecord ownership on or after the date hereof.

No Transfer; No Inconsistent Arrangements. (a) Except as provided hereunderhereunder (including pursuant to Section 1.1 or Section 4.1) or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly or indirectly, voluntarily or involuntarily, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, mortgage, pledge or otherwise dispose of (including, for the avoidance of doubtincluding by merger, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contractcontract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s Subject Shares Shares, into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, Shares or (fvi) directly or indirectly, take or permit any other action that would reasonably be expected to in any way materially restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect in any material respect; provided that the restrictions contained in this Section 4.2 shall not apply with respect to any transfer of the Subject Shares by a Stockholder pursuant to applicable Laws of descent and distribution; provided, further, that any such proposed transferee must agree in writing to take such Subject Shares subject to and to be bound by the terms and conditions of this Agreement applicable to such Subject Shares. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may be enjoined. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Such Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any equity interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of Subject Shares as Parent may agree in any writing in its sole discretion. If so requested by Parent, such tender offer or exchange offerStockholder agrees that the Subject Shares shall bear a legend stating that such Subject Shares are subject to this Agreement (provided, such legend shall be removed upon the valid termination of this Agreement).

No Transfer; No Inconsistent Arrangements. Except as provided hereunderfor in Section 4 and Section 6, such Stockholder shall notno Restricted Party shall, from the date hereof until the Effective Time or the earlier termination of the Merger Agreement or this Agreement, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Covered Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such StockholderRestricted Party’s Subject Covered Shares, or any right or interest therein (or consent to any of the foregoing), (cb) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such StockholderRestricted Party’s Subject Covered Shares or any interest therein, (dc) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such StockholderRestricted Party’s Subject Covered Shares, or (ed) deposit or permit the deposit of any of such Stockholderthe Restricted Party’s Subject Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such StockholderRestricted Party’s Subject Covered Shares, or (f) take or permit any other action in each case under this Section 5 in a manner that would in any way restrict, limit or interfere with adversely affect the performance ability of such Stockholder’s Restricted Party to perform its obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectunder this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such Stockholdereach Restricted Party’s Subject Shares Covered Shares, as applicable, shall occur before the Effective Time (including, but not limited to, including a sale by such Stockholdereach Restricted Party’s (as applicable) trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) ), to the extent permitted by applicable Law, shall take and hold such Subject Covered Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer.

No Transfer; No Inconsistent Arrangements. (a) Except as provided hereunderhereunder (including pursuant to Section 1.1 or Section 4.1) or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, mortgage, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such Stockholder’s Equity Interests in the Company, including any Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s Equity Interests in the Company, including any Subject Shares Shares, into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Equity Interests in the Company, including the Subject Shares, Shares or (fvi) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect; provided, that the restrictions contained in this Section 4.2 shall not apply to any with respect to any transfer of the Subject Shares by a Stockholder pursuant to applicable Laws of descent and distribution; provided, further, that any such proposed transferee must agree in writing to take such Subject Shares subject to and to be bound by the terms and conditions of this Agreement applicable to such Subject Shares. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Such Stockholder agrees that it shall not, and shall cause each of its affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any Equity Interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of Subject Shares (a) to any wholly-owned Subsidiary of such Stockholder, in which case the Subject Shares shall continue to be bound by this Agreement (provided, that any such tender offer transferee agrees in writing to be bound by the terms and conditions of this Agreement prior to the consummation of any such Transfer) or exchange offer(b) as Parent may agree in writing in its sole discretion. If so requested by Parent, such Stockholder agrees that the Subject Shares shall bear a legend stating that such Subject Shares are subject to this Agreement (provided, such legend shall be removed upon the valid termination of this Agreement).

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, such each Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, any Stockholder shall be permitted to Transfer Subject Shares to an Affiliate of such Stockholder, provided that such Stockholder prior to and as a condition to the effectiveness of such Transfer, causes each such transferee to execute a counterpart signature page to this Agreement and deliver the same to the Parent and the Purchaser, pursuant to which such transferee agrees to be a “Stockholder” pursuant to, and to be bound by, this Agreement with respect to such Subject Shares that are the subject of such Transfer. If any involuntary Transfer of any of such a Stockholder’s Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination DateTime, such each Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Takeover Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, from and after the date hereof and until this Agreement is terminated in accordance with Section 5.01, such Stockholder Shareholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such StockholderShareholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offerdistribution), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such StockholderShareholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such StockholderShareholder’s Subject Shares or any right or interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any of such StockholderShareholder’s Subject Shares, (e) deposit or permit the deposit of any of such StockholderShareholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such StockholderShareholder’s Subject Shares, Shares or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such StockholderShareholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder Shareholder herein untrue or incorrectincorrect in any material respect. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Shareholder agrees that any such prohibited action shall and will be enjoined. In furtherance of this Agreement, concurrently herewith, such Shareholder shall, and hereby authorizes Parent, Sub, the Company and their respective counsel to, notify the Company’s transfer agent that there is a stop transfer order with respect to all of such Shareholder’s Subject Shares and that this Agreement places limits on the voting and transfer of such Subject Shares. If any involuntary Transfer of any or all of such StockholderShareholder’s Subject Shares shall occur (including, but not limited toif applicable, a sale by such StockholderShareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of or the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything the foregoing, any Shareholder may Transfer Subject Shares to one or more partners or members of such Shareholder or to an affiliated entity under common control with such Shareholder or to any trustee or beneficiary of the trust, provided, that such a Transfer shall be permitted only if, as a precondition, the transferee of such Subject Shares agrees in writing, to accept such Subject Shares subject to the terms of this Agreement and to be bound by the contrary, until the Termination Dateterms of this Agreement and to agree and acknowledge that such person shall be deemed to constitute a Shareholder for all purposes of this Agreement. If so requested by Parent, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer Shareholder agrees that constitutes a Acquisition Proposal and shall not tender any the Subject Shares shall bear a legend stating that the respective Subject Shares are subject to this Agreement, provided such legend shall be removed if the Offer is terminated or withdrawn or the Merger Agreement is terminated in any such tender offer accordance with its terms or exchange offerif this Agreement is otherwise terminated in accordance with the terms hereof.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, such under the Merger Agreement or pursuant to the terms of the Stock Loan Agreements or the Voting and Disposition Agreement, from and after the date hereof and until this Agreement is terminated, the Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such the Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such the Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such the Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such the Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such the Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such the Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such the Stockholder’s obligations hereunder or otherwise make in any representation or warranty of such Stockholder herein untrue or incorrectmaterial respect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. The Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any of the Stockholder’s Subject Shares on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, the Stockholder may Transfer Subject Shares to any Affiliate or Subsidiary; provided, that a transfer referred to in this sentence shall be permitted only if the transferee shall have executed and delivered to the Acquirer Parties a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement. If any involuntary Transfer of any of such the Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such the Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything the foregoing, the Stockholder may make Transfers of its Subject Shares as Parent may agree in this Agreement to the contrary, until the Termination Date, such writing in its sole discretion. The Stockholder shall not, directly notify Parent as promptly as practicable in writing of the number of any additional shares of Company Class A Common Stock of which the Stockholder acquires beneficial or indirectly, accept any tender offer record ownership on or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offerafter the date hereof.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderpursuant to the express terms of this Agreement, such Stockholder VC Shareholder shall notnot (and shall not permit any Person under such VC Shareholder’s control to), without the prior written consent of the Investor, directly or indirectly, (ai) create grant any proxies, powers of attorney, rights of first offer or permit refusal or enter into any voting trust with respect to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such StockholderVC Shareholder’s Subject Shares, (bii) transfer, sell (including short sell), assign, gifttransfer, hedgetender, pledge pledge, encumber, grant a participation interest in, hypothecate or otherwise dispose of (includingincluding by gift) (each, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, a “Transfer”), ) any of such StockholderVC Shareholder’s Subject Shares, or (iii) otherwise permit any right or interest therein (or consent Liens to be created on any of the foregoing)such VC Shareholder’s Subject Shares, (civ) enter into any Contractcontract, option agreement, option, instrument or other agreement (including profit sharing agreement), arrangement or understanding with respect to any the direct or indirect Transfer of such Stockholder’s Subject Shares or any interest thereinof, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such StockholderVC Shareholder’s Subject Shares, or (fv) take or permit any other action that would in any way restrict, limit or interfere in any material respect with the performance of such StockholderVC Shareholder’s obligations hereunder or the transactions contemplated hereby or, subject to the following sentence, otherwise make any representation or warranty of such Stockholder VC Shareholder herein untrue or incorrect. Any action taken incorrect in violation of the foregoing sentence shall be null and void ab initioany material respect. If any involuntary Transfer of any of such StockholderVC Shareholder’s Subject Shares shall occur (including, but not limited to, a sale by such StockholderVC Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such VC Shareholder’s Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement as a VC Shareholder for all purposes hereunder. Such VC Shareholder agrees that it shall not, and shall cause each of its controlled Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any equity interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Transaction Agreement, which shall continue . Each VC Shareholder hereby authorizes the Investor to direct the Company to impose stop orders to prevent the Transfer of any of such VC Shareholder’s Subject Shares in full force and effect until valid termination violation of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, without the prior written consent of Parent, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such Stockholder’s Subject SharesShares or Company Stock Options, (b) transfer, sell, assign, gift, hedge, lend, pledge or otherwise dispose of (including, for the avoidance of doubtincluding by sale or merger, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer, by testamentary disposition, by liquidation or dissolution, by dividend or distribution, by operation of Law or otherwise), either voluntarily or involuntarily, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject SharesShares or Company Stock Options, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or Company Stock Options or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject SharesShares or Company Stock Options, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit enter into any other action Contract that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect as though made on the date of such Contract or (g) approve or consent to any of the forgoing. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such Stockholder’s Subject Shares or Company Stock Options in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares or Company Stock Options, as applicable, subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement in accordance with Section 5.2. Notwithstanding the foregoing, (x) such Stockholder may make Transfers of its Subject Shares and Company Stock Options as Parent may agree in writing in its sole discretion and (y) such Stockholder may Transfer Subject Shares and Company Stock Options (and any shares of Common Stock underlying such Company Stock Options) (i) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, (ii) by will or under the Laws of intestacy upon the death of such Stockholder or (iii) by effecting a “net exercise” of a Company Stock Option in which the Company holds back shares of Common Stock otherwise issuable (but not the sale of already owned shares of Common Stock) either to pay the exercise price upon the exercise of a Company Stock Option or to satisfy the Stockholder’s tax withholding obligation upon the exercise of a Company Stock Option, in each case as permitted pursuant to the terms of any Company Plan; provided, that the transferee of the Transfer referred to in clauses (x) or (y)(i)-(ii) shall have, prior to any such Transfer, executed and delivered to Parent and Merger Sub a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such Person shall constitute a “Stockholder” for all purposes of this Agreement. Notwithstanding anything in this Agreement Nothing herein will restrict the ability of Stockholder to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept exercise any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offerCompany Stock Options.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated, such Stockholder Shareholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such StockholderShareholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offerdistribution), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such StockholderShareholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such StockholderShareholder’s Subject Shares or any right or interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such StockholderShareholder’s Subject Shares, (ev) deposit or permit the deposit of any of such StockholderShareholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such StockholderShareholder’s Subject Shares, Shares or (fvi) take or permit any of their respective Representatives to take other action that would in any way restrict, limit or interfere with the performance of such StockholderShareholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder Shareholder herein untrue or incorrectincorrect in any material respect. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Shareholder agrees that any such prohibited action may and should be enjoined. In furtherance of this Agreement, concurrently herewith, each Shareholder shall, and hereby authorizes Parent, Purchaser, the Company and their respective counsel to, notify the Company’s transfer agent that there is a stop transfer order with respect to all of such Shareholder’s Subject Shares and that this Agreement places limits on the voting and transfer of such Subject Shares, in each case, prior to the valid termination of this Agreement. If any involuntary Transfer of any or all of such StockholderShareholder’s Subject Shares shall occur (including, but not limited toif applicable, a sale by such StockholderShareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of or the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement. Notwithstanding anything the foregoing, (x) if such Shareholder is an individual, such Shareholder may Transfer Subject Shares (i) to any member of such Shareholder’s immediate family or (ii) to a trust for the sole benefit of such Shareholder or any member of such Shareholder’s immediate family, the sole trustees of which are such Shareholder or any member of such Shareholder’s immediate family or and (y) if such Shareholder is an entity, such Shareholder may Transfer Subject Shares to one or more partners or members of such Shareholder or to an affiliated entity under common control with such Shareholder or to any trustee or beneficiary of such trust (in the case where such Shareholder is a trust), provided, that such a Transfer shall be permitted only if, as a precondition, the transferee of such Subject Shares agrees in writing, to accept such Subject Shares subject to the terms of this Agreement and to be bound by the contrary, until the Termination Date, terms of this Agreement and to agree and acknowledge that such Stockholder person shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes constitute a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offerShareholder for all purposes of this Agreement.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit limit, impede, delay or interfere with the performance of such Stockholder’s obligations hereunder or in any material respect, otherwise make any representation or warranty of such Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Stockholder from performing any of its obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Each Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any of such Stockholder’s Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), on the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees books of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue Company in full force and effect until valid termination violation of this Agreement. Notwithstanding anything the foregoing, each stockholder may Transfer Subject Shares to any affiliate (as defined in the Merger Agreement) of such Stockholder; provided, that such Transfer shall be permitted only if all of the representations and warranties in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer.Agreement

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit limit, impede, delay or interfere with the performance of such Stockholder’s obligations hereunder or in any material respect, otherwise make any representation or warranty of such Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Stockholder from performing any of its obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Each Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Shares on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, each stockholder may Transfer Subject Shares to any Affiliate of such Stockholder; provided, that such Transfer shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct at the time of such Transfer and the transferee shall have executed and delivered to Parent and Merger Sub a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement in accordance with Section 5.2. Each Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) for the purpose of taking any actions inconsistent with the transactions contemplated by this Agreement or the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Each Stockholder shall notify Parent as promptly as practicable (and in any event within 48 hours after receipt) in writing of the number of any additional shares of Company Common Stock of which such tender offer Stockholder acquires beneficial or exchange offerrecord ownership on or after the date hereof.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder (including pursuant to Section 1.1) or under the Merger Agreement, such Stockholder Shareholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any or all of such StockholderShareholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such StockholderShareholder’s Equity Interests in the Company, including any Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contractcontract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of any or all of such StockholderShareholder’s Subject Shares Shares, or any right or interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of such StockholderShareholder’s Subject Shares, (ev) except for voting trusts, voting agreements or arrangements existing on the date hereof and set forth on Schedule 4.1 hereto, deposit or permit the deposit of any or all of such StockholderShareholder’s Equity Interests in the Company, including any Subject Shares Shares, into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Equity Interests, including the Subject Shares, or (fvi) knowingly take or permit any other action that would in any way reasonably be expected to restrict, limit or interfere with the performance of such StockholderShareholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initiotransactions contemplated hereby. If any involuntary Transfer of any or all of such StockholderShareholder’s Subject Shares shall occur (including, but not limited toif applicable, a sale by such StockholderShareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder Such Shareholder agrees that it shall not, directly or indirectlyother than as may result from the execution of this Agreement, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall cause each of its Affiliates not tender to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any Equity Interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement. Notwithstanding the foregoing, such Shareholder may make Transfers of Subject Shares (a) to any “Permitted Transferee” (as defined below), in which case the Subject Shares shall continue to be bound by this Agreement and provided that any such tender offer Permitted Transferee agrees in writing to be bound by the terms and conditions of this Agreement prior to the consummation of any such Transfer;; or exchange offer(b) as Parent may otherwise agree in writing in its sole discretion. A “Permitted Transferee” means, with respect to any Shareholder, (i) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild, or the spouse of any child, adopted child, grandchild, or adopted grandchild of such Shareholder, (ii) any charitable organization described in Section 170(c) of the Code, (iii) any trust, the beneficiaries of which include only the Persons named in clause (i) or (ii) of this definition, (iv) any corporation, limited liability company, or partnership, the Shareholders, members, and general or limited partners of which include only the Persons named in clause (i) or (ii) of this definition, or (v) if such Shareholder is a partnership or limited liability company, one or more partners or members of such Shareholder or an affiliated corporation under common control with such Shareholder.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Purchase Agreement, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share Encumbrancesany Lien created by this Agreement or any restriction on transfer under any applicable securities law, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), ) any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into grant any Contract, option proxy or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any of such Stockholder’s Subject Shares, (ed) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken Notwithstanding the foregoing, any Stockholder may Transfer Subject Shares (i) to any member of such Stockholder’s immediate family, (ii) to a charitable organization, (iii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, or (iv) by will or under the laws of intestacy upon the death of such Stockholder; provided, that a transfer referred to in violation clause (i) through (iv) of the foregoing this sentence shall be null permitted only if the transferee agrees in writing to accept such Subject Shares subject to the terms of this Agreement and void ab initioto be bound by the terms of this Agreement and to agree and acknowledge that such transferee shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Private Company may agree in any such tender offer or exchange offerwriting in its sole discretion.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such Stockholder’s Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition an Alternative Transaction Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, such from and after the date hereof and until the earlier of the date this Agreement is terminated and the receipt of the Company Stockholder Approval, the Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s the Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s the Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s the Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s of the Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s the Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such the Stockholder’s obligations hereunder or otherwise make any representation or warranty of such the Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, the Stockholder may Transfer the Subject Shares (1) if such Stockholder is a partnership, limited liability company or trust, to one or more partners or members of such Stockholder or to an affiliated corporation under common control with such Stockholder or to any trustee or beneficiary of the trust, (2) if such Stockholder is an individual, (w) to any member of the Stockholder’s immediate family, (x) to a trust for the sole benefit of the Stockholder or any member of the Stockholder’s immediate family, the sole trustees of which are the Stockholder or any member of the Stockholder’s immediate family, (y) by will, or (z) under the laws of intestacy upon the death of the Stockholder, (3) to a charitable organization, including but not limited to, a private charitable foundation under Section 501(c)(3) of the Code or (4) pursuant to a Rule 10b5-1 in place prior to the date of this Agreement; provided, that a Transfer referred to in clause (1), (2)(w), (2)(x), (2)(y) or (3) of this sentence shall be permitted only if the transferee agrees in writing to accept the Subject Shares subject to the terms of this Agreement and to be bound by the terms of this Agreement and to agree and acknowledge that such person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, a sale by such the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such the Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contraryforegoing, until the Termination Date, Stockholder may make such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Transfers of the Subject Shares as Parent may agree in any such tender offer or exchange offerwriting in its sole discretion.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, any Stockholder may Transfer Subject Shares (i) to any member of such Stockholder’s immediate family, (ii) to a charitable organization, (iii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, or (iv) by will or under the laws of intestacy upon the death of such Stockholder; provided, that a transfer referred to in clause (i) through (iv) of this sentence shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct upon such transfer and the transferee agrees in writing, in a manner reasonably acceptable to Parent, to accept such Subject Shares subject to the terms of this Agreement and to be bound by the terms of this Agreement and to agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Each Stockholder shall notify Parent as promptly as practicable (and in any event within 48 hours after receipt) in writing of the number of any additional shares of Common Stock of which such tender offer Stockholder acquires beneficial or exchange offerrecord ownership on or after the date hereof.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (fvi) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, any Stockholder may Transfer Subject Shares (i) to any member of such Stockholder’s immediate family, (ii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, (iii) to a charitable organization, including but not limited to, a private charitable foundation under Section 501(c)(3) of the Internal Revenue Code, or (iv) by will or under the laws of intestacy upon the death of such Stockholder, provided, that a Transfer referred to in clause (i) through (iv) of this sentence shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct upon such Transfer and the transferee agrees in writing, in a manner reasonably acceptable to Parent, to accept such Subject Shares subject to the terms of this Agreement and to be bound by the terms of this Agreement and to agree and acknowledge that such person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Parent may agree in any such tender offer or exchange offerwriting in its sole discretion.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit limit, impede, delay or interfere with the performance of such Stockholder’s obligations hereunder or in any material respect, otherwise make any representation or warranty of such Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Stockholder from performing any of its obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Each Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Shares on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, (x) any Stockholder that is an individual may Transfer Subject Shares (i) to any member of such Stockholder’s immediate family, (ii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, (iii) by will or under the laws of intestacy upon the death of such Stockholder or (iv) to any charitable organization and (y) any Stockholder that is an entity may Transfer Subject Shares to any affiliate (as defined in the Merger Agreement) of such Stockholder; provided, that a transfer referred to in clause (x) through (y) of this sentence shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct at the time of such transfer and the transferee shall have executed and delivered to Parent and Merger Sub a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement in accordance with Section 5.2. Each Stockholder agrees that it shall not, and shall cause each of its affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) for the purpose of taking any actions inconsistent with the transactions contemplated by this Agreement or the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Each Stockholder shall notify Parent as promptly as practicable (and in any event within 48 hours after receipt) in writing of the number of any additional shares of Common Stock of which such tender offer Stockholder acquires beneficial or exchange offerrecord ownership on or after the date hereof.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, such from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.1, the Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLiens, other than Permitted Share EncumbrancesStockholder Liens, on any of such Stockholder’s the Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s the Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s the Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney attorney, or other authorization or consent in or with respect to any such Stockholder’s of the Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s the Subject Shares, Shares or (f) take or permit any other action that would in any way would be reasonably expected to restrict, limit limit, impede, delay or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make in any representation or warranty of such Stockholder herein untrue or incorrectmaterial respect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. The Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Shares on the books of the Company in violation of this Agreement. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur in the Company occurs (including, but not limited to, a sale by such the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include includes any and all transferees and subsequent transferees of the initial transferee) shall will take and hold such Subject Shares subject to all of the restrictions, obligationsliabilities, liabilities and rights under this Agreement, which shall will continue in full force and effect until valid termination of this Agreement in accordance with Section 5.1. The Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) for the purpose of taking any actions inconsistent with the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contraryforegoing, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares to (x) if the Stockholder is an entity, any Affiliate, subsidiary, partner, or member of the Stockholder or, if the Stockholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust, or (y) if the Stockholder is a natural person, (A) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of the Stockholder, (B) any trust, the trustees of which include only the Persons named in clause (A) and the beneficiaries of which include only the Persons named in clause (A), (C) any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only the Persons named in clauses (A), (B) or (C) to any Person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations; provided, however, that in any such tender offer or exchange offercase, as a condition to the effectiveness of such Transfer, (A) each Person to which any of such Shares are Transferred has executed and delivered to Parent and Purchaser a counterpart to this Agreement pursuant to which such Person is bound by all of the terms and provisions of this Agreement, and (B) this Agreement becomes the legal, valid, and binding agreement of such Person, enforceable against such Person in accordance with its terms, subject to the Bankruptcy and Equity Exception.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit limit, impede, delay or interfere with the performance of such Stockholder’s obligations hereunder or in any material respect, otherwise make any representation or warranty of such Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Stockholder from performing any of its obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Each Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Shares on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, each stockholder may Transfer Subject Shares to any affiliate (as defined in the Merger Agreement) of such Stockholder; provided, that such Transfer shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct at the time of such Transfer and the transferee shall have executed and delivered to Parent and Merger Sub a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer.purchaser

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder (including pursuant to Section 1.1 or Section 4.1) or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such Stockholder’s Equity Interests in the Company, including any Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s Equity Interests in the Company, including any Subject Shares Shares, into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Equity Interests in the Company, including the Subject Shares, Shares or (fvi) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect, provided that the restrictions contained in this Section 4.2 shall not apply to any with respect to any transfer of the Subject Shares by a Stockholder pursuant to applicable Laws of descent and distribution, and provided, further that any such proposed transferee must agree in writing to take such Subject Shares subject to and to be bound by the terms and conditions of this Agreement applicable to such Subject Shares. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Such Stockholder agrees that it shall not, and shall cause each of its affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any Equity Interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of Subject Shares (a) to any wholly-owned Subsidiary of such Stockholder, in which case the Subject Shares shall continue to be bound by this Agreement and provided that any such tender offer transferee agrees in writing to be bound by the terms and conditions of this Agreement prior to the consummation of any such Transfer or exchange offer(b) as Parent may agree in writing in its sole discretion. If so requested by Parent, such Stockholder agrees that the Subject Shares shall bear a legend stating that such Subject Shares are subject to this Agreement, provided such legend shall be removed upon the valid termination of this Agreement.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderpursuant to the express terms of this Agreement, such the Stockholder shall notnot (and shall cause its Affiliates not to), without the prior written consent of the Company, directly or indirectly, (ai) create grant any rights of first offer or permit refusal or enter into any voting trust with respect to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such the Stockholder’s Subject Shares, (bii) transfer, sell (including short sell), assign, gifttransfer, hedgetender, pledge pledge, encumber, grant a participation interest in, hypothecate or otherwise dispose of (includingincluding by gift, for the avoidance of doubtand whether by merger, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), by testamentary disposition, by operation of law or enter into otherwise, and including pursuant to a derivative transaction or through the Transfer by any derivative arrangement with respect to (collectively, “Transfer”), other Person of any equity interests in any direct or indirect holding company holding Subject Shares or through the issuance and redemption by any such holding company of such Stockholder’s Subject Shares, or any right or interest therein (its securities) or consent to any of the foregoingforegoing (each, a “Transfer” (which defined term includes derivations of such defined term)), (c) enter into or cause to be Transferred, any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such the Stockholder’s Subject Shares or any interest thereinShares, other than a Transfer to an Affiliate of the Stockholder in connection with which such Affiliate agrees in writing to be bound by the terms of this Agreement and a copy of such agreement is delivered to the Company (a “Permitted Transfer”) and the Stockholder will remain liable for all obligations under this Agreement, (diii) grant or otherwise permit any Liens to be created on any of the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (eiv) deposit enter into any Contract with respect to the direct or permit the deposit indirect Transfer of any of such the Stockholder’s Subject Shares or (v) deposit any of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such the Subject Shares or grant any proxy or power of attorney, or any other authorization or consent, with respect thereto that, in the case of any of the activities in this clause (v), is inconsistent with this Agreement. The Stockholder hereby agrees that this Agreement and the obligations hereunder shall attach to the Stockholder’s Subject SharesShares and shall be binding upon any Person to which legal or Beneficial Ownership shall pass, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance whether by operation of such Stockholder’s obligations hereunder law or otherwise make any representation including its successors or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null permitted assigns and void ab initio. If if any involuntary Transfer of any of such the Stockholder’s Subject Shares shall occur (including, but not limited to, including a sale by such the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such the Stockholder’s Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement as the Stockholder for all purposes hereunder. The Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any equity interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement, which shall continue . Each Stockholder hereby agrees not to request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Subject Shares and each Stockholder authorizes the Company to impose stop orders to prevent the Transfer of any of the Stockholder’s Subject Shares in full force and effect until valid termination violation of this Agreement. Notwithstanding anything in this Agreement the foregoing, if the Company’s annual meeting or any special meeting of the Stockholders occurs prior to the contraryEffective Time and includes matters that are not addressed in Article 1, until nothing herein will prohibit the Termination DateStockholder from providing a customary proxy in favor of the Company or its officers, in connection with such Stockholder shall not, directly annual meeting or indirectly, accept any tender offer special meeting or exchange offer that constitutes a Acquisition Proposal and shall not tender any voting its Subject Shares at such annual or special meeting, in any such tender offer or exchange offereach case, to the extent not relating to matters that are not addressed in Article 1.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, without the prior written consent of Parent, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, lend, pledge or otherwise dispose of (including, for the avoidance of doubtincluding by sale or merger, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer, by testamentary disposition, by liquidation or dissolution, by dividend or distribution, by operation of Law or otherwise), either voluntarily or involuntarily, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) enter into any Contract or otherwise take or permit any other action that is inconsistent with, or would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect as though made on the date of such Contract or action or (g) knowingly approve or consent to any of the forgoing. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this AgreementAgreement in accordance with Section 5.2. Notwithstanding anything the foregoing, such Stockholder may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Notwithstanding the foregoing, (x) any Stockholder that is an individual may Transfer Subject Shares (including Company Options and Company RSUs and any Shares underlying such Company Options and Company RSUs) (i) to any member of such Stockholder’s immediate family, (ii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, (iii) by will or under the laws of intestacy upon the death of such Stockholder, (iv) to any charitable organization or (v) by effecting a “net exercise” of a Company Option or a “net settlement” of a Company RSU in which the Company holds back Shares otherwise issuable (but not the sale of already-owned Shares) either to pay the exercise price upon the exercise of a Company Option or settlement of a Company RSU or to satisfy the Stockholder’s tax withholding obligation upon the exercise of a Company Option or settlement of a Company RSU, in each case as permitted pursuant to the terms of any Company Benefit Plan and (y) any Stockholder that is an entity may Transfer Subject Shares to any Affiliate (as defined below) of such Stockholder or to one or more partners or members of Stockholder; provided, that (1) a Transfer referred to in clauses (x) or (y) (other than clause (x)(v)) of this sentence shall be permitted only if all of the representations and warranties in this Agreement with respect to the contrary, until the Termination Date, such Stockholder would be true and correct upon the completion of such Transfer and (2) the transferee of the Transfer referred to in clauses (x) or (y) shall nothave, prior to any such Transfer, executed and delivered to Parent and Merger Sub a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such Person shall constitute a “Stockholder” for all purposes of this Agreement. Nothing herein will restrict the ability of Stockholder to exercise any Company Options or settle any Company RSUs. For purpose of this Agreement: “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, accept controls, is controlled by, or is under common control with such Person, including, without limitation, any tender offer general partner, managing member, officer, director or exchange offer trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that constitutes a Acquisition Proposal is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person; and shall not tender “Person” means any Subject Shares in individual, corporation, partnership (general or limited), limited liability company, limited liability partnership, trust, joint venture, joint stock company, syndicate, association, entity, unincorporated organization or government, or any such tender offer political subdivision, agency or exchange offer.instrumentality thereof..

No Transfer; No Inconsistent Arrangements. (a) Except as provided hereunderhereunder (including pursuant to Section 1.1 or Section 4.1) or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, mortgage, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such Stockholder’s Equity Interests in the Company, including any Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s Equity Interests in the Company, including any Subject Shares Shares, into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Equity Interests in the Company, including the Subject Shares, Shares or (fvi) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect; provided, that the restrictions contained in this Section 4.2 shall not apply with respect to any transfer of the Subject Shares by a Stockholder pursuant to applicable Laws of descent and distribution; provided, further, that any such proposed transferee must agree in writing to take such Subject Shares subject to and to be bound by the terms and conditions of this Agreement applicable to such Subject Shares. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Such Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any Equity Interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of Subject Shares (a) to any wholly-owned Subsidiary of such Stockholder, in which case the Subject Shares shall continue to be bound by this Agreement; provided, that, any such tender offer transferee agrees in writing to be bound by the terms and conditions of this Agreement prior to the consummation of any such Transfer, or exchange offer(b) as Parent may agree in writing in its sole discretion. If so requested by Parent, such Stockholder agrees that the Subject Shares shall bear a legend stating that such Subject Shares are subject to this Agreement (provided, such legend shall be removed upon the valid termination of this Agreement).

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder (including pursuant to Section 1.1 or Section 4.1) or under the Merger Agreement, such Stockholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any or all of such Stockholder’s Subject SharesShares and, if applicable, Company Options, (bii) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such Stockholder’s Company Securities, including any Subject SharesShares and Company Options, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contractcontract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of any or all of such Stockholder’s Subject Shares and, if applicable, Company Options, or any right or interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of such Stockholder’s Subject SharesShares and, if applicable, Company Options, (ev) deposit or permit the deposit of any or all of such Stockholder’s Company Securities, including any Subject Shares Shares, into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Company Securities, including the Subject Shares, or (fvi) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect in any material respect. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any or all of such Stockholder’s Subject Shares and, if applicable, Company Options shall occur (including, but not limited toif applicable, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares and, if applicable, Company Options subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Such Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any Company Securities for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of Subject Shares and, if applicable, Company Options (a) to any “Permitted Transferee” (as defined below), in which case the Subject Shares and, if applicable, Company Options shall continue to be bound by this Agreement and provided that any such tender offer Permitted Transferee agrees in writing to be bound by the terms and conditions of this Agreement prior to the consummation of any such Transfer; (b) with respect to any Company Options which expire on or exchange offerprior to the expiration of the Offer, to the Company for purpose of a net exercise permitted under the documents related to such Company Options (pursuant to which any Common Stock issued by the Company would be Subject Shares); or (c) as Parent may otherwise agree in writing in its sole discretion. If so requested by Parent, such Stockholder agrees that the Subject Shares and, if applicable, Company Options shall bear a legend stating that the respective Subject Shares, Company Options are subject to this Agreement, provided such legend shall be removed upon the valid termination of this Agreement. A “Permitted Transferee” means, with respect to any Stockholder, (i) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild, or the spouse of any child, adopted child, grandchild, or adopted grandchild of such Stockholder, (ii) any charitable organization described in Section 170(c) of the Code, (iii) any trust the beneficiaries of which include only the Persons named in clause (i) or (ii) of this definition, or (iv) any corporation, limited liability company, or partnership, the stockholders, members, and general or limited partners of which include only the Persons named in clause (i) or (ii) of this definition.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder(a) From and after the date hereof and until this Agreement is validly terminated in accordance with Section 6.2, such each Stockholder agrees it shall not, directly or indirectly, without the prior written consent of Skydance and Paramount (aacting upon the recommendation of the Paramount Special Committee), other than with respect to actions expressly permitted under the terms of the NAI Stock Purchase Agreement (including the Buyer Provided Financing (as defined therein) contemplated in Section 7.23 thereof) (without giving effect to any amendment thereof to which Paramount (acting upon the recommendation of the Paramount Special Committee) has not consented if, and only if, Paramount has an express right to consent to such amendment), (i) other than with respect to Encumbrances existing as of the date hereof, create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, Encumbrance on any of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, lend, pledge or otherwise dispose of (including, for the avoidance of doubtincluding by sale or merger, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer, by testamentary disposition, by liquidation or dissolution, by dividend or distribution, by operation of Law or otherwise), either voluntarily or involuntarily, or enter into any derivative arrangement with respect to (collectively, “Transfer”), ) any of such Stockholder’s Subject Shares, or any right right, title or interest therein (including any right or power to vote to which such Stockholder may be entitled) (or consent to any of the foregoing), (ciii) enter into (or cause to be entered into) any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any of such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, (vi) enter into any Contract or (f) otherwise take or permit any other action that is inconsistent with, or would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect as though made on the date of such Contract or action or (vii) approve or consent to any of the foregoing. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such Stockholder’s Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, without the prior written consent of Parent, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, lend, pledge or otherwise dispose of (including, for the avoidance of doubtincluding by sale or merger, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer, by testamentary disposition, by liquidation or dissolution, by dividend or distribution, by operation of Law or otherwise), either voluntarily or involuntarily, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) enter into any Contract or otherwise take or permit any other action that is inconsistent with, or would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect as though made on the date of such Contract or action or (g) knowingly approve or consent to any of the forgoing. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this AgreementAgreement in accordance with Section 5.2. Notwithstanding anything the foregoing, such Stockholder may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Notwithstanding the foregoing, (x) any Stockholder that is an individual may Transfer Subject Shares (including Company Options and any shares of Company Common Stock underlying such Company Options) (i) to any member of such Stockholder’s immediate family, (ii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, (iii) by will or under the laws of intestacy upon the death of such Stockholder, (iv) to any charitable organization or (v) by effecting a “net exercise” of a Company Option in which the Company holds back shares of Company Common Stock otherwise issuable (but not the sale of already-owned shares of Company Common Stock) either to pay the exercise price upon the exercise of a Company Option or to satisfy the Stockholder’s tax withholding obligation upon the exercise of a Company Option, in each case as permitted pursuant to the terms of any Company Equity Plan and (y) any Stockholder that is an entity may Transfer Subject Shares to any Affiliate of such Stockholder; provided, that (1) a Transfer referred to in clauses (x) or (y) (other than clause (x)(v)) of this sentence shall be permitted only if all of the representations and warranties in this Agreement with respect to the contrary, until the Termination Date, such Stockholder would be true and correct upon the completion of such Transfer and (2) the transferee of the Transfer referred to in clauses (x) or (y) shall nothave, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in prior to any such tender offer or exchange offerTransfer, executed and delivered to Parent and Purchaser a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such Person shall constitute a “Stockholder” for all purposes of this Agreement. Nothing herein will restrict the ability of Stockholder to exercise any Company Options.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, such from and after the date hereof and until this Agreement is validly terminated in accordance with Section 6.1, each Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLiens, other than Permitted Share EncumbrancesStockholder Liens, on any of such Stockholder’s Subject Shares, ; (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject SharesSecurities, or any right or interest therein (or consent to any of the foregoing), ; (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares Securities or any interest therein, ; or (d) grant or permit the grant of any proxy, power-of-attorney power of attorney, or other authorization or consent in or with respect to any of the Subject Shares inconsistent with such Stockholder’s Subject Sharesobligations under this Agreement, (e) deposit or permit the deposit of any of such Stockholder’s the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s the Subject Shares, Shares or (f) take or permit any other action that would in any way restrict, limit be reasonably expected to prevent or interfere with the performance of materially impair such Stockholder’s ability to timely perform its obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectunder this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Each Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Securities on the books of the Company in violation of this Agreement. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur Securities in the Company occurs (including, but not limited to, a sale by such the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include includes any and all transferees and subsequent transferees of the initial transferee) shall will take and hold such Subject Shares Securities subject to all of the restrictions, obligationsliabilities, liabilities and rights under this Agreement, which shall will continue in full force and effect until valid termination of this Agreement in accordance with Section 6.1. Each Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) for the purpose of taking any actions inconsistent with such Stockholder’s obligations under this Agreement. Notwithstanding anything the foregoing, each Stockholder may make Transfers of its Subject Securities (1) with Parent’s and the Company’s prior written consent; (2) to any Person if and to the extent required by any nonconsensual order of a Governmental Authority; (3) pursuant to a Rule 10b5-1 trading plan in effect prior to the date of this Agreement; (4) pursuant to the exercise of any Company Options or Company Warrants in order to pay the exercise price of such Company Options or Company Warrants or satisfy taxes applicable thereto, in each case in accordance with their applicable terms, provided that the underlying Subject Shares not so Transferred shall continue to be subject to the restrictions on Transfers set forth in this Agreement Agreement; (5) to the contrary, until the Termination Date, any Affiliate of such Stockholder; (6) if such Stockholder shall notis an entity, directly to any equityholder, partner or indirectlymember of such Stockholder or, accept if such Stockholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust; (7) if such Stockholder is a natural person, by operation of Law or by will, intestacy or other similar applicable Law upon such Stockholder’s death; or (8) if such Stockholder is a natural person, solely for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations to (A) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any tender offer child, adopted child, grandchild or exchange offer adopted grandchild of such Stockholder, (B) any trust, the trustees of which include only the Persons named in clause (A) and the beneficiaries of which include only the Persons named in clause (A), (C) any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only the Persons named in clauses (A), (B) or (C); provided, however, that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer case, as a condition to the effectiveness of such Transfer described in the foregoing clauses (5), (6), (7) or exchange offer(8), each Person to which any of such Shares are Transferred has executed and delivered to Parent and Acquisition Sub a counterpart to this Agreement pursuant to which such Person is bound by all of the terms and provisions of this Agreement applicable to such Stockholder.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, such Stockholder from and after the date hereof and until this Agreement is terminated, Shareholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such StockholderShareholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such StockholderShareholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such StockholderShareholder’s Subject Shares or any legal or beneficial or other interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such StockholderShareholder’s Subject Shares, (e) deposit or permit the deposit of any of such StockholderShareholder’s Subject Shares into a voting trust or enter into a voting agreement agreement, understanding or arrangement with respect to any of such StockholderShareholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such StockholderShareholder’s obligations hereunder in any material respect or otherwise make any representation or warranty of such Stockholder Shareholder herein untrue or incorrectincorrect in any material respect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Shareholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Securities on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, Shareholder may Transfer Subject Shares (i) to any member of Shareholder’s immediate family, (ii) to a trust for the sole benefit of Shareholder or any member of Shareholder’s immediate family, the sole trustees of which are Shareholder or any member of Shareholder’s immediate family, (iii) by will or under the laws of intestacy upon the death of Shareholder, (iv) to a charitable organization, or (v) to any other Shareholder as a gift or otherwise; provided that any such Transfer referred to in clauses (i) through (iii) shall be permitted only if the transferee shall have executed and delivered to Parent and Merger Sub, a joinder to this Agreement, in a form reasonably acceptable to Parent and Merger Sub and delivering such executed joinder to Parent and Merger Sub as soon as practicable after such Transfer, pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement. If any involuntary Transfer of any of such StockholderShareholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such StockholderShareholder’s trustee in any bankruptcy, or a sale to a purchaser Merger Sub at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall shall, subject to applicable Legal Requirements, take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this AgreementAgreement in accordance with its terms. Notwithstanding anything in this Agreement to the contraryforegoing, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Shareholder may make Transfers of its Subject Shares as Parent may agree in any such tender offer or exchange offerwriting in its sole discretion.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, from and after the date hereof and until this Agreement is terminated, such Stockholder Shareholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such StockholderShareholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such StockholderShareholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such StockholderShareholder’s Subject Shares or any legal or beneficial or other interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such StockholderShareholder’s Subject Shares, (e) deposit or permit the deposit of any of such StockholderShareholder’s Subject Shares into a voting trust or enter into a voting agreement agreement, understanding or arrangement with respect to any of such StockholderShareholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such StockholderShareholder’s obligations hereunder in any material respect or otherwise make any representation or warranty of such Stockholder Shareholder herein untrue or incorrectincorrect in any material respect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Each Shareholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Securities on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, any Shareholder may Transfer Subject Shares (i) to any member of such Shareholder’s immediate family, (ii) to a trust for the sole benefit of such Shareholder or any member of such Shareholder’s immediate family, the sole trustees of which are such Shareholder or any member of such Shareholder’s immediate family, (iii) by will or under the laws of intestacy upon the death of such Shareholder, (iv) to a charitable organization, or (v) to any other Shareholder as a gift or otherwise; provided that any such Transfer referred to in clauses (i) through (iii) shall be permitted only if the transferee shall have executed and delivered to Parent and Merger Sub, a joinder to this Agreement, in a form reasonably acceptable to Parent and Merger Sub and delivering such executed joinder to Parent and Merger Sub as soon as practicable after such Transfer, pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement. If any involuntary Transfer of any of such StockholderShareholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such StockholderShareholder’s trustee in any bankruptcy, or a sale to a purchaser Merger Sub at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall shall, subject to applicable Legal Requirements, take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this AgreementAgreement in accordance with its terms. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Shareholder may make Transfers of its Subject Shares as Parent may agree in any such tender offer or exchange offerwriting in its sole discretion.

No Transfer; No Inconsistent Arrangements. (a) Except as provided hereunderhereunder (including pursuant to Section 1.1 or Section 4.1) or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, mortgage, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s Stockholder Subject Shares Shares, into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, Shares or (fvi) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Notwithstanding anything herein to the contrary, Stockholder may (A) if Stockholder is a partnership, limited liability company, corporation, or similar entity, Transfer any and all Subject Shares to its partners, members, stockholders, equity holders or affiliated entities (as applicable), (B) if such Stockholder is an individual, (i) Transfer any and all Subject Shares to any members of such Stockholder’s immediate family (e.g., spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild), or to a trust or similar vehicle solely for the benefit of such Stockholder or any member of such Stockholder’s immediate family or otherwise for the purpose of estate-planning, and (ii) Transfer any and all Subject Shares by will or under the applicable Laws of descent and distribution, and (C) Transfer any subject Shares (i) by operation of law, (ii) in connection with or for the purpose of tax-planning, or (iii) for charitable purposes or as charitable gifts or donations; provided that any such proposed transferee must agree in writing to take such Subject Shares subject to and to be bound by the terms and conditions of this Agreement applicable to such Subject Shares. Any action taken Transfer made in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Such Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any Subject Shares for the purpose of opposing or competing with or taking any actions in opposition or competition with the transactions contemplated by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of Subject Shares as Parent may agree in any such tender offer or exchange offerwriting in its sole discretion.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Cooperation Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing); provided, however, that the foregoing restrictions shall not be deemed to restrict or prohibit the Stockholder from Transfers pursuant to any previously trading plan established pursuant to Rule 10b5-1 under the Exchange Act prior to the date hereof or Transfers to sell such number of Subject Shares as is necessary solely to satisfy any tax withholding obligations incurred upon the vesting of any restricted stock units that vest prior to the Effective Time, (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit limit, impede, delay or interfere with the performance of such Stockholder’s obligations hereunder or in any material respect, otherwise make any representation or warranty of such Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Stockholder from performing any of its obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Each Stockholder hereby authorizes Parent to direct Parent to impose stop orders to prevent the Transfer of any Subject Shares on the books of Parent in violation of this Agreement. Notwithstanding the foregoing, (x) any Stockholder that is an individual may Transfer Subject Shares (i) to any member of such Stockholder’s immediate family, (ii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, or (iii) by will or under the laws of intestacy upon the death of such Stockholder and (y) any Stockholder may Transfer Subject Shares to any Affiliate (“Affiliate” means, with respect to a particular Person, any other Person controlling, controlled by or under common control with such particular Person; and for the purposes of this definition, “controlling,” “controlled” and “control” mean the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise) of such Stockholder; provided, that in any such case, such Transfer shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct at the time of such Transfer and the transferee shall have executed and delivered to Parent and Target a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in Parent shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement in accordance with Section 5.2. Each Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) for the purpose of taking any actions inconsistent with the transactions contemplated by this Agreement, the 2.7 Announcement or the Cooperation Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Each Stockholder shall notify Parent as promptly as practicable (and in any event within 48 hours after receipt) in writing of the number of any additional shares of Parent Common Stock of which such tender offer Stockholder acquires beneficial or exchange offerrecord ownership on or after the date hereof.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, such from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, the Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLiens, other than Permitted Share EncumbrancesLiens arising hereunder or as may be applicable under the Securities Act or other applicable securities Laws, on all or any portion of such Stockholder’s the Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), all or any portion of such Stockholder’s the Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s the Subject Shares Shares, or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to all or any such Stockholder’s portion of the Subject Shares, (e) deposit or permit the deposit of all or any portion of such Stockholder’s the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to all or any portion of such Stockholder’s the Subject Shares, or (f) knowingly take or permit any other action that would in any way restrict, limit or interfere in any material respect with the performance of such the Stockholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such the Stockholder herein untrue or incorrect. Any action taken incorrect in violation any material respect or seek to do or solicit any of the foregoing sentence actions. Without limiting the generality of the foregoing, during the time this Agreement is in effect, the Stockholder shall not tender, agree to tender or cause or permit to be null and void ab initiotendered all or any portion of the Subject Shares into or otherwise in connection with any tender or exchange offer, except pursuant to the Offer. If any involuntary Transfer of all or any portion of such Stockholder’s the Subject Shares shall occur (including, but not limited toif applicable, a sale by such the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares Shares, subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement in accordance with Section 5.2. The Stockholder agrees that it shall not, and shall cause each of such Stockholder’s Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any securities in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the Transactions contemplated by the Merger Agreement. Notwithstanding anything the foregoing, the Stockholder may make Transfers of Subject Shares, (i) to any “Permitted Transferee” (as defined below), in which case any such transferred Subject Shares shall continue to be bound by this Agreement and provided that any such Permitted Transferee agrees in writing to be bound by the terms and conditions of this Agreement prior to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in consummation of any such tender offer Transfer, (ii) by will or exchange offerthe laws of intestacy, or (iii) as Parent may otherwise agree in writing in its sole discretion. A “Permitted Transferee” means, with respect to any Stockholder, (A) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild, or the spouse of any child, adopted child, grandchild, or adopted grandchild of the Stockholder, (B) any charitable organization described in Section 170(c) of the Code, (C) any trust, the beneficiaries of which include only the Stockholder and/or the Persons named in clause (A) or (B) of this definition, (D) any corporation, limited liability company, or partnership, the stockholders, members, and general or limited partners of which include only the Stockholder and/or the Persons named in clause (A) or (B) of this definition, (E) if the Stockholder is an entity, any Affiliate, Subsidiary, partner or member of Stockholder, or (F) if the Stockholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust.

No Transfer; No Inconsistent Arrangements. (a) Except as provided hereunderhereunder (including pursuant to Section 1.1 or Section 4.1) or under the Merger Agreement, such from and after the date hereof and until this Agreement is terminated, the Stockholder shall not, directly or indirectly, voluntarily or involuntarily, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such the Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, mortgage, pledge or otherwise dispose of (including, for the avoidance of doubtincluding by merger, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such the Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contractcontract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such of the Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such the Stockholder’s Subject Shares Shares, into a voting trust or enter into a voting agreement or arrangement with respect to any of such the Stockholder’s Subject Shares, Shares or (fvi) directly or indirectly, take or permit any other action that would reasonably be expected to in any way materially restrict, limit or interfere with the performance of such the Stockholder’s obligations hereunder or otherwise make any representation or warranty of such the Stockholder herein untrue or incorrectincorrect in any material respect; provided that the restrictions contained in this Section 4.2 shall not apply with respect to any transfer of the Subject Shares by a Stockholder pursuant to applicable Laws of descent and distribution; provided, further, that any such proposed transferee must agree in writing to take such Subject Shares subject to and to be bound by the terms and conditions of this Agreement applicable to such Subject Shares. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and the Stockholder agrees that any such prohibited action may be enjoined. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, a sale by such the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such The Stockholder agrees that it shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall cause each of its Affiliates not tender to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any equity interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement. Notwithstanding the foregoing, the Stockholder may make Transfers of Subject Shares as Parent may agree in any writing in its sole discretion. If so requested by Parent, the Stockholder agrees that the Subject Shares shall bear a legend stating that such tender offer or exchange offerSubject Shares are subject to this Agreement (provided, such legend shall be removed upon the valid termination of this Agreement).

No Transfer; No Inconsistent Arrangements. Except as expressly provided hereunder, such Stockholder shall notpursuant to the Merger Agreement or with the Company’s prior written consent, which may be withheld in the Company’s sole and absolute discretion, no Shareholder shall, directly or indirectly, (a) create or : permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on Encumbrance of any of such Stockholder’s nature whatsoever with respect to any Subject Shares, (b) Securities; transfer, sell, assign, tender, gift, hedge, pledge or otherwise dispose of (includingeach, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), a “Transfer”) or enter into any derivative option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement or transfer of any economic interest) with respect to, any Subject Securities (unless any transferee or recipient who receives Voting Securities as a result of such transaction shall have executed and delivered a Voting and Support Agreement with terms and in a form substantially identical to this Agreement with respect to (collectively, “Transfer”such Voting Securities or otherwise becomes a party to or bound by this Agreement), any of such Stockholder’s Subject Shares, or any right right, title or interest therein (including any right or power to vote) or agree to do or consent to any of the foregoing), (c) ; enter into (or caused to be entered into) any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s any of the Subject Shares or Securities unless any interest therein, Transfer will comply with the conditions set forth in subsection (dii) grant above; xxxxx or permit the grant of any Person under Shareholders’ control, of any proxy, power-of-attorney attorney, voting trust, or other authorization authorization, arrangement or consent in or with respect to the voting of any such Stockholder’s of the Subject Shares, Securities (e) other than set forth in this Agreement); deposit or permit the deposit of any of such Stockholder’s the Subject Shares Securities into a voting trust or enter into a voting agreement or similar arrangement with respect to any of such Stockholder’s the Subject SharesSecurities (other than set forth in this Agreement); seek to influence any Person with respect to the voting of, any Fresh Vine Common Stock in connection with the Merger or (f) any other transaction, other than to recommend that shareholders of Parent vote in favor of approval of the Merger and adoption of the Merger Agreement; or take or permit any other action that would in any way restrict, limit or interfere with the performance of be expected to adversely affect such StockholderShareholder’s ability to perform its obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initiohereunder. If any involuntary Transfer of any of such Stockholder’s the Subject Shares Securities shall occur (including, but not limited to, a sale by such Stockholder’s trustee including in any bankruptcy, bankruptcy or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include including any and all transferees and subsequent transferees of the initial transfereetransferees) shall take and hold such Subject Shares Securities subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares is terminated in any such tender offer or exchange offeraccordance with Section 5.02.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any (of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such Stockholder’s Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a an Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, such from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, the Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLiens, other than Permitted Share EncumbrancesLiens arising hereunder or as may be applicable under the Securities Act or other applicable securities Laws, on all or any portion of such Stockholder’s the Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), all or any portion of such Stockholder’s the Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s the Subject Shares Shares, or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to all or any such Stockholder’s portion of the Subject Shares, (e) deposit or permit the deposit of all or any portion of such Stockholder’s the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to all or any portion of such Stockholder’s the Subject Shares, or (f) knowingly take or permit any other action that would in any way restrict, limit or interfere in any material respect with the performance of such the Stockholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such the Stockholder herein untrue or incorrect. Any action taken incorrect in violation any material respect or seek to do or solicit any of the foregoing sentence actions. Without limiting the generality of the foregoing, during the time this Agreement is in effect, the Stockholder shall not tender, agree to tender or cause or permit to be null and void ab initiotendered all or any portion of the Subject Shares into or otherwise in connection with any tender or exchange offer, except pursuant to the Offer. If any involuntary Transfer of all or any portion of such Stockholder’s the Subject Shares shall occur (including, but not limited toif applicable, a sale by such the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement in accordance with Section 5.2. The Stockholder agrees that it shall not, and shall cause each of such Stockholder’s Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any securities in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the Transactions contemplated by the Merger Agreement. Notwithstanding anything the foregoing, the Stockholder may make Transfers of Subject Shares (i) to any “Permitted Transferee” (as defined below), in which case any such transferred Subject Shares shall continue to be bound by this Agreement and provided that any such Permitted Transferee agrees in writing to be bound by the terms and conditions of this Agreement prior to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in consummation of any such tender offer Transfer, (ii) by will or exchange offerthe laws of intestacy, or (iii) as Parent may otherwise agree in writing in its sole discretion. A “Permitted Transferee” means, with respect to any Stockholder, (A) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild, or the spouse of any child, adopted child, grandchild, or adopted grandchild of the Stockholder, (B) any charitable organization described in Section 170(c) of the Code, (C) any trust, the beneficiaries of which include only the Stockholder and/or the Persons named in clause (A) or (B) of this definition, (D) any corporation, limited liability company, or partnership, the stockholders, members, and general or limited partners of which include only the Stockholder and/or the Persons named in clause (A) or (B) of this definition, (E) if the Stockholder is an entity, any Affiliate or entity that is under common control or common investment management as the Stockholder, Subsidiary, partner or member of Stockholder, or (F) if the Stockholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust.

No Transfer; No Inconsistent Arrangements. Except as expressly provided hereunderhereunder or pursuant to the Merger Agreement, such Stockholder from and after the date hereof and until this Agreement is terminated in accordance with Section 6.2, Shareholder shall not, directly or indirectly, (ai) grant or create or permit to exist any Share EncumbranceLien, other than a Permitted Share EncumbrancesLien (as defined below), on any or all of such StockholderShareholder’s respective Subject SharesSecurities, (bii) transfer, sell, assign, tender, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such StockholderShareholder’s respective Subject SharesSecurities, or any right right, title or interest therein (including any right or power to vote to which Shareholder may be entitled) or agree to do or consent to any of the foregoing), (ciii) enter into (or caused to be entered into) any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of any of such StockholderShareholder’s respective Subject Shares or any interest thereinSecurities, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any of such StockholderShareholder’s respective Subject SharesSecurities (other than, if desirable to Shareholder, to cause such Subject Securities that are not Voting Securities to be voted and to consent in the manner Voting Securities are required to be voted or to consent in accordance with Section 1.1), (ev) deposit or permit the deposit of any of such StockholderShareholder’s respective Subject Shares Securities into a voting trust or enter into a voting agreement or arrangement similar arrangement, commitment or understanding with respect to any of such Stockholder’s the Subject SharesSecurities, or (fvi) take or permit any other action that would reasonably be expected to prevent or materially restrict, disable or delay the consummation by Shareholder of the transactions contemplated by this Agreement or otherwise adversely impact Shareholder’s ability to perform its obligations hereunder in any way restrictmaterial respect. Notwithstanding the foregoing, limit or interfere with the performance Shareholder may make Transfers of any of such StockholderShareholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken respective Subject Securities as Parent may, in violation of the foregoing sentence shall be null and void ab initioits sole discretion, agree in writing. If any involuntary Transfer of any of such StockholderShareholder’s respective Subject Shares Securities shall occur (including, but not limited to, a sale by such StockholderShareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares Securities subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything is terminated in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offeraccordance with Section 6.2.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any legal or beneficial or other interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement agreement, understanding or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder in any material respect or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect in any material respect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Each Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Securities on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, any Stockholder may Transfer Subject Shares (i) if an entity, to any Affiliate of such Stockholder, or (ii) if a natural person, (A) to any member of such Stockholder’s immediate family, (B) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, (C) by will or under the laws of intestacy upon the death of such Stockholder, (D) to a charitable organization, or (E) to any other Stockholder as a gift or otherwise; provided that any such transfer referred to in clauses (i) or (ii)(A) through (C) shall be permitted only if the transferee shall have executed and delivered to Parent and Purchaser, a joinder to this Agreement, in a form reasonably acceptable to Parent and Purchaser and delivering such executed joinder to Parent and Purchaser as soon as practicable after such transfer, pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall shall, subject to applicable Legal Requirements, take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this AgreementAgreement in accordance with its terms. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Parent may agree in any such tender offer or exchange offerwriting in its sole discretion.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, from and after the date hereof and until the Termination Date has occurred with respect to such Stockholder, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject SharesShares or Company Stock Options , (b) transfer, sell, assign, gift, hedgehedge (except for personal financial and estate planning arrangements entered into in the ordinary course and not in frustration of this Agreement), pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject SharesShares or Company Stock Options , or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or Company Stock Options or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject SharesShares or Company Stock Options except any revocable proxy or power-of-attorney granted in favor of its investment manager on terms not inconsistent with the terms of this Agreement and the transactions contemplated hereby, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, any Stockholder may Transfer Subject Shares or Company Stock Options (i) to any member of such Stockholder’s immediate family, (ii) to a charitable organization, (iii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family or (iv) by will or under the laws of intestacy upon the death of such Stockholder; provided, that a transfer referred to in clause (i) through (iv) of this sentence shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct upon such transfer and the transferee agrees in writing, in a manner reasonably acceptable to Parent, to accept such Subject Shares or Company Stock Options subject to the terms of this Agreement and to be bound by the terms of this Agreement and to agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares or Company Stock Options in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares and Company Stock Options subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares or Company Stock Options as Parent may agree in any such tender offer or exchange offerwriting in its sole discretion.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder(a) From and after the date hereof and until this Agreement is terminated in accordance with Section 5.2, subject to Section 4.1(b), such Stockholder shall not, directly or indirectly, (ai) create or permit to exist any Share EncumbranceLiens, other than Permitted Share EncumbrancesLiens, on any or all of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend, distribution or otherwise tendering any such Subject Shares into any tender or exchange offer)otherwise) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any of such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (fvi) take or permit any other action that would reasonably be expected to in any way restrict, limit or limit, interfere with or delay the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect in any material respect. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any or all of such Stockholder’s Subject Shares shall occur (including, but not limited toif applicable, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares Shares, subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Such Stockholder agrees that it shall not, directly or indirectlyand shall cause each of its controlled Affiliates not to, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender encourage, direct or instruct each of its non-controlled Affiliates to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any Subject Shares in Company securities for the purpose of opposing or competing with or taking any such tender offer or exchange offeractions inconsistent with the transactions contemplated by the Merger Agreement.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, such Stockholder and as set out in Rollover Investor’s irrevocable undertaking executed on or around the date hereof (the “Irrevocable Undertaking”), Rollover Investor shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrancesexcept as may exist by reason of this Agreement, applicable securities Laws and the Term Sheet or Partnership Agreement, on any of such Stockholder’s Subject the Rollover Shares, (b) acquire, purchase, transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Rollover Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject the Rollover Shares, or any right or interest therein (or consent to any of the foregoing), other than Transfers to affiliates of Rollover Investor (any such affiliate being a “Permitted Transferee”), (c) enter into any Contractcontract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject any Rollover Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, Rollover Shares or (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, delay, limit or interfere with the performance of such StockholderRollover Investor’s obligations hereunder or otherwise make any representation or warranty of such Stockholder Rollover Investor herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such Stockholder’s Subject Shares the Rollover Shares, or any voluntary Transfer to any Permitted Transferee, shall occur (including, but not limited to, including a sale by such StockholderRollover Investor’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Rollover Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything Agreement and, in the case of a voluntary Transfer to any Permitted Transferee, a condition precedent to such Transfer shall be such Permitted Transferee agreeing in writing in form and substance reasonably satisfactory to Holdings to become a party to this Agreement to in the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offercapacity of Rollover Investor.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderpursuant to the express terms of this Agreement or to effect the 10b5-1 Plan, such each Stockholder shall not, without the prior written consent of Parent, directly or indirectly, (ai) create grant any rights of first offer or refusal or enter into any voting trust with respect to any of such Stockholder’s Subject Shares, (ii) sell (including short sell), assign, transfer, tender, pledge, encumber, grant a participation interest in, hypothecate or otherwise dispose of (including by gift, and whether by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise, and including pursuant to a derivative transaction or through the Transfer by any other Person of any equity interests in any direct or indirect holding company holding Subject Shares or through the issuance and redemption by any such holding company of its securities (except, however, to a Permitted Transferee of a Stockholder who contemporaneously agrees in writing, in a joinder to this Agreement reasonably acceptable to Parent, to be bound by this Agreement to the same extent as such transferring Stockholder) or consent to any of the foregoing (each of the actions described in clauses (i) and (ii), a “Transfer” (which defined term includes derivations of such defined term)), or cause to be Transferred, any of such Stockholder’s Subject Shares, (iii) otherwise permit any Liens to exist any Share Encumbrance, other than Permitted Share Encumbrances, be created on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (civ) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding contract with respect to the direct or indirect Transfer of any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of the Subject Shares or grant any proxy or power of attorney, or any other authorization or consent, with respect thereto that, in the case of any of the activities in this clause (v) is inconsistent with this Agreement. Each Stockholder hereby agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence Shares and shall be null binding upon any Person to which legal or Beneficial Ownership shall pass, whether by operation of law or otherwise, including its successors or permitted assigns, and void ab initio. If if any involuntary Transfer of any of such Stockholder’s Subject Shares shall occur (including, but not limited to, including a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer.which

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder (including pursuant to Section 1.1 or Section 4.1) or under the Merger Agreement, such Stockholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any or all of such Stockholder’s Equity Interests in the Company, including any Subject SharesShares and, if applicable, Company Options and Company Restricted Stock Units, (bii) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such Stockholder’s Equity Interests in the Company, including any Subject Shares, Company Options, and Company Restricted Stock Units or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contractcontract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of any or all of such Stockholder’s Equity Interests in the Company, including any Subject Shares and, if applicable, Company Options and Company Restricted Stock Units or any right or interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of such Stockholder’s Equity Interests in the Company, including any Subject SharesShares and, if applicable, Company Options and Company Restricted Stock Units or any right or interest therein, (ev) deposit or permit the deposit of any or all of such Stockholder’s Equity Interests in the Company, including any Subject Shares or any right or interest therein, into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Equity Interests, including the Subject Shares, or (f) vi), directly or indirectly, take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect in any material respect. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any or all of such Stockholder’s Equity Interests in the Company, including any Subject Shares Shares, and, if applicable, Company Options and Company Restricted Stock Units or any right or interest therein, shall occur (including, but not limited toif applicable, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Equity Interests in the Company, including any Subject Shares and, if applicable, Company Options and Company Restricted Stock Units or any right or interest therein, subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Such Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any Equity Interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder may make Transfers of Subject Shares and, if applicable, Company Options and any rights or interests therein in each of the foregoing (a) by will or by operation of law or other Transfers to immediate family members, trusts for the benefit of Stockholder, a charity or an immediate family member, or other Transfers for estate planning purposes, or upon the death of Stockholder, in which case any such transferee shall, prior to the consummation of any such Transfer, (x) agree in writing to be bound by this Agreement as a Stockholder in a form reasonably satisfactory to Parent, and (y) irrevocably grant to, and appoint, Parent and any designee thereof, such transferee’s proxy and attorney-in-fact (with full power of substitution), in the same manner as required of the Stockholders pursuant to Section 4.1(b) hereof; (b) with respect to any Company Options which expire on or prior to an applicable expiration date, to the Company for purpose of a net exercise permitted under the documents related to such Company Options (pursuant to which any Common Stock issued by the Company would be Subject Shares); or (c) as Parent may otherwise agree in writing in its sole discretion. If so requested by Parent, such Stockholder agrees that the Subject Shares and, if applicable, Company Options shall notbear a legend stating that the respective Subject Shares, directly Company Options are subject to this Agreement, provided such legend shall be removed if the Offer is terminated or indirectlywithdrawn or expires, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any the Merger Agreement is terminated prior to the purchase of the Subject Shares in any such tender offer the Offer or exchange offerif this Agreement is otherwise terminated in accordance with the terms hereof.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder (including pursuant to Section 3(a)), pursuant to the Transactions, such Stockholder Holder shall not, directly or indirectly, (ai) except for already existing liens pledged to secure personal credit lines or loans, which liens and pledges will be released not later than the time such Subject Shares are tendered pursuant to the Transactions, if necessary, create or permit to exist any Share Encumbrancelien, other than Permitted Share EncumbrancesEncumbrances (as defined below), on any or all of such StockholderHolder’s Subject Shares, (bii) except as otherwise permitted below, transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such StockholderHolder’s Subject Shares, or including any right or interest therein (or consent to any of the foregoing), (ciii) except as otherwise permitted below, enter into any Contractcontract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of any or all of such StockholderHolder’s Subject Shares or any right or interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of such StockholderHolder’s Subject Shares, (ev) deposit or permit the deposit of any or all of such StockholderHolder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (fvi) take or permit any other action that would in any way restrict, limit or interfere with the performance of such StockholderHolder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder Holder herein untrue or incorrectincorrect in any material respect. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Holder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any or all of such StockholderHolder’s Subject Shares shall occur (including, but not limited toif applicable, a sale by such StockholderHolder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Such Holder agrees that it shall not, and shall cause each of its “Affiliates” (as defined below) not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any equity securities in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the Transactions. Notwithstanding anything the foregoing, such Holder may make Transfers of Subject Shares and any rights or interests therein in each of the foregoing (x) to any “Permitted Transferee” (as defined below), in which case the Subject Shares shall continue to be bound by this Agreement and provided that any such Permitted Transferee agrees in writing to be bound by the terms and conditions of this Agreement prior to the contrary, until consummation of any such Transfer; or (y) as the Termination DateCompany may otherwise agree in writing in its sole discretion. If so requested by the Company, such Stockholder Holder agrees that the Subject Shares shall notbear a legend stating that the Subject Shares are subject to this Agreement, provided such legend shall be removed if in the Company’s reasonable judgment, the Transactions will not be effected or if this Agreement is otherwise terminated in accordance with the terms hereof. A “Permitted Encumbrance” means any liens pursuant to any applicable restrictions on transfer under the Securities Act. A “Permitted Transferee” means, with respect to any Holder, (A) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild, or the spouse of any child, adopted child, grandchild, or adopted grandchild of such Holder or a former spouse who is entitled to such transfer pursuant to the terms of a domestic relations order, (B) any charitable organization described in Section 170(c) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, (C) any trust, the beneficiaries of which include only one or more of the Persons named in clause (A) or (B) of this definition, or (D) any corporation, limited liability company, or partnership, the stockholders, members, and general or limited partners of which include only the Persons named in clause (A) or (B) of this definition. An “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. As used in the definition of “Affiliate,” the term “control” means possession, directly or indirectly, accept of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. A “Person” means (i) an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, association or unincorporated organization, or any tender offer other form of business or exchange offer that constitutes a Acquisition Proposal and professional entity, but shall not tender include a governmental authority, or (ii) any Subject Shares in any such tender offer or exchange offer“person” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

No Transfer; No Inconsistent Arrangements. (a) Except as provided hereunderhereunder (including pursuant to Section 1.1 or Section 4.1) or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, mortgage, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such Stockholder’s Equity Interests in the Company, including any Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s Equity Interests in the Company, including any Subject Shares Shares, into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Equity Interests in the Company, including the Subject Shares, Shares or (fvi) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect; provided, that the restrictions contained in this Section 4.2 shall not apply with respect to any transfer of the Subject Shares by a Stockholder pursuant to applicable Laws of descent and distribution; provided, further, that any such proposed transferee must agree in writing to take such Subject Shares subject to and to be bound by the terms and conditions of this Agreement applicable to such Subject Shares. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Such Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any Equity Interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of Subject Shares (a) to any wholly-owned Subsidiary of such Stockholder, in which case the Subject Shares shall continue to be bound by this Agreement (provided, that any such tender offer transferee agrees in writing to be bound by the terms and conditions of this Agreement prior to the consummation of any such Transfer) or exchange offer(b) as Parent may agree in writing in its sole discretion. If so requested by Parent, such Stockholder agrees that the Subject Shares shall bear a legend stating that such Subject Shares are subject to this Agreement (provided, such legend shall be removed upon the valid termination of this Agreement).

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder (including pursuant to Section 1.1 or Section 4.1) or under the Merger Agreement, such Stockholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any or all of such Stockholder’s Subject SharesShares and, if applicable, Warrants and Company Stock Options, (bii) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such Stockholder’s Equity Interests in the Company, including any Subject Shares, Warrants and Company Stock Options, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contractcontract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of any or all of such Stockholder’s Subject Shares and, if applicable, Warrants or Company Stock Options, or any right or interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of such Stockholder’s Subject SharesShares and, if applicable, Warrants or Company Stock Options, (ev) deposit or permit the deposit of any or all of such Stockholder’s Equity Interests in the Company, including any Subject Shares Shares, into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Equity Interests, including the Subject Shares, or (fvi) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect in any material respect. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any or all of such Stockholder’s Subject Shares and, if applicable, Warrants and Company Stock Options shall occur (including, but not limited toif applicable, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares and, if applicable, Warrants and Company Stock Options subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Such Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any Equity Interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of Subject Shares and, if applicable, Warrants and Company Stock Options (a) to any “Permitted Transferee” (as defined below), in which case the Subject Shares and, if applicable, Warrants and Company Stock Options shall continue to be bound by this Agreement and provided that any such tender offer or exchange offer.such

No Transfer; No Inconsistent Arrangements. (a) Except as provided hereunderhereunder or under the Merger Agreement, such from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, the Stockholder shall not, directly or indirectly, without the prior written consent of Parent, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such the Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, lend, pledge or otherwise dispose of (including, for the avoidance of doubtincluding by sale or merger, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer, by testamentary disposition, by liquidation or dissolution, by dividend or distribution, by operation of Law or otherwise), either voluntarily or involuntarily, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such the Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such the Stockholder’s Subject Shares or any interest therein, (div) subject to the Conditional Proxy granted under Section 1.3, grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such of the Stockholder’s Subject SharesShares (except for a proxy provided to management of the Company not in violation of Section 1.3 and customary arrangements with the Stockholder’s prime broker and/or custodian), (ev) deposit or permit the deposit of any of such the Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such the Stockholder’s Subject SharesShares (except for customary arrangements with the Stockholder’s prime broker and/or custodian), (vii) enter into any Contract or (f) otherwise take or permit any other action that is inconsistent with, or would in any way restrict, limit or interfere with the performance of such of, the Stockholder’s obligations hereunder in any material respect or otherwise make any representation or warranty of such the Stockholder herein untrue or incorrectincorrect in any material respect or (viii) knowingly approve or consent to any of the forgoing. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such the Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything Agreement in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offeraccordance with Section 5.2.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, such 2.1 Each Stockholder shall not, directly or indirectly, (a) create or permit agrees not to exist any Share Encumbrance, other than Permitted Share Encumbrances, on Transfer any of such Stockholder’s Subject Covered Shares; provided, however, (i) that such Stockholder may, if such Stockholder is an individual, (a) Transfer any Covered Shares to any members of such Stockholder’s immediate family, or to a trust solely for the benefit of such Stockholder or any member of such Stockholder’s immediate family, (b) transferTransfer any Covered Shares by will or under the laws of intestacy upon the death of such Stockholder, sell, assign, gift, hedge, pledge or otherwise dispose of and (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering c) make any such Subject Shares into other Transfers as Parent may otherwise permit in its sole discretion, subject to any tender restrictions or exchange offerconditions imposed by Parent in its sole discretion, but in the case of each of the foregoing clauses (a) and (b), or enter into any derivative arrangement only if all of the representations and warranties of such Stockholder would be true and correct upon such Transfer and the transferees agree in writing, in a form reasonably satisfactory to Parent, to be bound by the obligations set forth herein with respect to such Covered Shares as if they were a Stockholder hereunder, with Parent named as an express third-party beneficiary of such agreements (collectivelyany such Transfer, a “Permitted Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein ; and (or consent to any of the foregoing), (cii) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If if any involuntary Transfer of any of such Stockholder’s Subject Covered Shares shall occur (including, but not limited to, including a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall shall, subject to applicable Law, take and hold such Subject Covered Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination the Expiration Time. Any action taken in violation of this Agreement. Notwithstanding anything in this Agreement the immediately preceding sentence shall, to the contraryfullest extent permitted by Law, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal be null and shall not tender any Subject Shares in any such tender offer or exchange offervoid ab initio.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s the Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s the Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including any profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s the Subject Shares or any interest therein, or (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect; provided, however, that the foregoing restrictions shall not apply to Transfers of Subject Shares to (i) an Affiliate of Stockholder, (ii) any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or by will or intestacy, (iii) Transfer the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder, (iv) Transfer the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder; (v) make Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (vi) make Transfers not involving a change in beneficial ownership; (vii) if the Stockholder is a trust, Transfer the Subject Shares to any beneficiary of the Stockholder or the estate of any such beneficiary; (viii) exercise an option or warrant to purchase Shares or settle a restricted stock unit or other equity award (including a net or cashless exercise of such option or warrant); (ix) Transfer Shares to the Company to cover tax withholding obligations of the Stockholder in connection with the vesting, settlement or exercise of any options, warrants, restricted stock units or other equity awards, as applicable, provided that the underlying Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement; and (x) Transfer Shares to the Company pursuant to arrangements under which the Company has the option to repurchase such Shares; provided, further, that, with respect to (i) through (vii) such transferee executes a written agreement, in form and substance reasonably acceptable to Parent, to assume all of Stockholder’s obligations hereunder in respect of the Subject Shares subject to such Transfer and to be bound by the terms of this Agreement with respect to such Subject Shares; provided, further, that no filing under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such Transfer (other than filings made in respect of involuntary Transfers) (any such Transfer, a “Permitted Transfer”). Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a an Acquisition Proposal and shall not tender any Subject Shares in into any such tender offer or exchange offer.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, such from and after the date hereof and until this Agreement is terminated, the Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s the Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s the Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s the Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s of the Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s the Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such the Stockholder’s obligations hereunder or otherwise make any representation or warranty of such the Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such Stockholder’s the Subject Shares in the Company shall occur (including, but not limited to, a sale by such the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contraryforegoing, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion and to any Affiliate, subsidiary, partner or member of Stockholder, provided, however, that in any such tender offer or exchange offercase, prior to and as a condition to the effectiveness of such Transfer (A) each Person to which any of such Shares are Transferred shall have executed and delivered to Parent and the Merger Sub a counterpart to this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement and (B) this Agreement shall be the legal, valid and binding agreement of such Person, enforceable against such person in accordance with its terms.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder (including pursuant to Section 1.1 or Section 4.1) or under the Merger Agreement, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share Encumbrancesthe Transfer Restrictions, on any or all of such the Stockholder’s Equity Interests in the Company, including any Subject SharesShares and Company Options, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend, distribution, or otherwise tendering any such Subject Shares into any tender or exchange offer)otherwise) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such the Stockholder’s Equity Interests in the Company, including any Subject SharesShares and Company Options, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such any or all of the Stockholder’s Equity Interests in the Company, including any Subject Shares and Company Options, or any right or interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of such Stockholder’s Equity Interests in the Company, including any Subject SharesShares and Company Options, (e) deposit or permit the deposit of any or all of such the Stockholder’s Equity Interests in the Company, including any Subject Shares and Company Options, into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Equity Interests, including the Subject SharesShares and Company Options, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect in any material respect; provided that the foregoing shall not prohibit the donative transfer to any immediate family member of Xxxxxxx, any charity to which such Stockholder wishes to contribute and/or any entity controlled by such family member or charity, or a trust, including a charitable remainder trust, for the exclusive benefit of Xxxxxxx, any immediate family member of Xxxxxxx, any charity to which Xxxxxxx wishes to contribute and/or any entity controlled by such trusts; provided further that prior to and as a condition to any such Transfer, the transferee shall agree in writing to be bound by all of the terms hereof without modification. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any or all of such Stockholder’s Subject Shares and, if applicable, such Stockholder’s Company Options shall occur (including, but not limited toif applicable, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares and Company Options subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of Subject Shares and Company Options (a) with respect to any Company Options that expire on or prior to the Expiration Date, to the Company for purpose of a net exercise permitted under the documents related to such Company Options (pursuant to which any Common Stock issued by the Company would be Subject Shares); or (b) as Parent may otherwise agree in any writing in its sole discretion. If so requested by Parent and to the extent certificated and not held in book entry form, the Stockholder agrees that the Subject Shares and Company Options shall bear the following legend with respect to the respective Subject Shares and/or Company Options being subject to this Agreement, provided such tender offer or exchange offer.legend shall be removed upon the valid termination of this Agreement:

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, such Stockholder from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, Holder shall not, directly or indirectly, without the prior written consent of Parent, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such StockholderHolder’s Subject SharesSecurities, (b) transfer, sell, assign, gift, hedge, lend, pledge or otherwise dispose of (including, for the avoidance of doubtincluding by sale or merger, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer, by testamentary disposition, by liquidation or dissolution, by dividend or distribution, by operation of law or otherwise), either voluntarily or involuntarily, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such StockholderHolder’s Subject SharesSecurities, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding contract with respect to any Transfer of such StockholderHolder’s Subject Shares Securities or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such StockholderHolder’s Subject SharesSecurities, (e) deposit or permit the deposit of any of such StockholderHolder’s Subject Shares Securities into a voting trust or enter into a voting agreement or arrangement with respect to any of such StockholderHolder’s Subject SharesSecurities, or (f) take enter into any contract that is materially inconsistent with, or permit any other action that which would in any way materially restrict, limit impair or interfere with the performance of such StockholderHxxxxx’s obligations hereunder hereunder, or otherwise make (g) approve or consent to any representation or warranty of such Stockholder herein untrue or incorrectthe foregoing. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such StockholderHolder’s Subject Shares Securities in the Company shall occur (including, but not limited to, a sale by such StockholderHolder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares Securities subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement in accordance with Section 5.2. Notwithstanding the foregoing, Holder may make Transfers of its Subject Securities as Parent may agree in writing in its sole discretion. Notwithstanding the foregoing, Holder may Transfer Subject Securities (i) to any Affiliate of Holder, (ii) to any custodian or nominee for the purpose of the Subject Securities for the account of Holder or (iii) in connection with the tender of the Subject Securities in the Offer; provided that (1) such Transfer shall be permitted only if all of the representations and warranties in this Agreement with respect to Holder would be true and correct in all material respects upon the completion of such Transfer with respect the transferee of the Transfer and (2) the transferee of the Transfer contemplated in the foregoing clause (i) shall have, prior to any such Transfer, executed and delivered to Parent and Purchaser a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such Person shall constitute a “Holder” for all purposes of this Agreement. Notwithstanding anything in Hxxxxx agrees that it shall not become a member of a “group” (as defined under Section 13(d) of the Exchange Act) for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by this Agreement or the Merger Agreement. Holder shall notify Parent as promptly as practicable in writing the number of any additional shares of Company Common Stock (or any securities convertible into or exercisable or exchangeable or redeemable for Company Common Stock) of which Holder acquires record or beneficial ownership on or after the date hereof (other than any Shares acquired pursuant to the contrary, until exercise of the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offerHolder Warrant pursuant to the terms hereof).

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, such from and after the date hereof and until this Agreement is terminated, the Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such the Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such the Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such the Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such the Stockholder’s Subject Shares, Shares except any revocable proxy or power of attorney on any matters other than those set forth in Section 1.2 granted in favor of its investment manager on terms not inconsistent with the terms of this Agreement and the transactions contemplated hereby or (e) deposit or permit the deposit of any of such the Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such the Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectShares . Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (x) if the Stockholder is an individual, it may Transfer Subject Shares (i) to any member of the Stockholder’s immediate family, (ii) to a trust for the sole benefit of the Stockholder or any member of the Stockholder’s immediate family, the sole trustees of which are the Stockholder or any member of the Stockholder’s immediate family, (iii) by will or under the laws of intestacy upon the death of the Stockholder or (iv) to any charitable organization and (y) if the Stockholder is an entity, it may Transfer Subject Shares to any Affiliate or Subsidiary; provided, that a transfer referred to in clause (x) through (y) of this sentence shall be permitted only if the transferee shall have executed and delivered to Parent and Merger Sub a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement. If any involuntary Transfer of any of such the Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contraryforegoing, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Parent may agree in any such tender offer or exchange offerwriting in its sole discretion.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderset forth in this Agreement, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contractcontract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, Shares or (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action action, in each case, that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise the transactions contemplated hereby. Notwithstanding the foregoing, any Stockholder may make a Transfer of its Subject Shares or any representation right or warranty interest therein, if such Stockholder is an individual or a trust, to any member of the Stockholder’s family, to a beneficiary or to a trust for the benefit of the Stockholder or any member of the Stockholder’s family, including in connection with the death of such Stockholder herein untrue or incorrect. Any action taken a beneficiary, provided that in violation connection with any such Transfer, the transferee agrees in a written document to be bound by the terms of the foregoing sentence shall be null and void ab initiothis Agreement. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee Stockholder in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything Agreement in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offeraccordance with its terms.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.02, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than a Permitted Share EncumbrancesEncumbrance, on any of such Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit limit, impede, delay or interfere with the performance of such Stockholder’s obligations hereunder or in any material respect, otherwise make any representation or warranty of such Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Stockholder from performing any of its obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Each Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Shares on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, (x) any Stockholder that is an individual may Transfer Subject Shares (i) to any member of such Stockholder’s immediate family, (ii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, (iii) by will or under the laws of intestacy upon the death of such Stockholder or (iv) to any charitable organization and (y) any Stockholder that is an entity may Transfer Subject Shares to any Affiliate of such Stockholder; provided that a transfer referred to in clauses (x) through (y) of this sentence shall be permitted only if the transferee shall have executed and delivered to Parent and Purchaser a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement in accordance with Section 5.02. Each Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) for the purpose of taking any actions inconsistent with the transactions contemplated by this Agreement or the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Each Stockholder shall notify Parent as promptly as practicable (and in any event within 48 hours after receipt) in writing of the number of any additional Shares of which such tender offer Stockholder acquires beneficial or exchange offerrecord ownership on or after the date hereof.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder in a material way or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect if such action had occurred on or prior to the date hereof. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, any Stockholder may Transfer Subject Shares (i) to any member of such Stockholder’s immediate family, (ii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, or (iii) by will or under the laws of intestacy upon the death of such Stockholder; provided, that a transfer referred to in clauses (i) through (iii) of this sentence shall be permitted only if all of the representations and warranties in this Agreement of such Stockholder would be true and correct with respect to such transferee as if made on the date of such Transfer and the transferee agrees in writing, in a manner reasonably acceptable to Parent, to accept such Subject Shares subject to the terms of this Agreement and to be bound by the terms of this Agreement and to agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Parent may agree in any such tender offer or exchange offerwriting in its sole discretion.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than any Permitted Share EncumbrancesEncumbrance, on any or all of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge exchange, tender, pledge, grant a participation interest in, hypothecate or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding contract with respect to any Transfer of of, or Encumbrance on, such Stockholder’s Subject Shares or any right or interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any of such Stockholder’s Subject SharesShares or any right or interest therein, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any material way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect in any material respect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If Notwithstanding the foregoing, such Stockholder may make Transfers of Subject Shares (i) to any involuntary Transfer “Permitted Transferee” (as defined below), in which case the Subject Shares shall continue to be bound by this Agreement and provided that any such Permitted Transferee agrees in writing to be bound by the terms and conditions of this Agreement prior to the consummation of any such Transfer, (ii) pursuant to any plan established by such Stockholder under SEC Rule 10b5-1 effective as of the date hereof, (iii) by will or for estate planning purposes, or (iv) as Parent may otherwise agree in writing in its sole discretion, in which case the Subject Shares shall continue to be bound by this Agreement and provided that any such transferee agrees in writing to be bound by the terms and conditions of this Agreement prior to the consummation of any such Transfer. A “Permitted Transferee” means, with respect to any Stockholder, (A) a member of such Stockholder’s Subject Shares shall occur immediate family, (including, but not limited to, B) a sale by trust established for the benefit of such Stockholder’s trustee Stockholder or the Persons named in any bankruptcyclause (A) of this definition, or a sale to a purchaser at (C) any creditor’s corporation, limited liability company, or court sale)partnership, the transferee stockholders, members, and general or limited partners of which include only the Persons named in clause (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offerA).

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder (including the last sentence of this Section 4.1), during the time this Agreement is in effect, such Stockholder Shareholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such StockholderShareholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge assign gift or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offeroffer (other than the Offer)), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such StockholderShareholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing); provided that either Shareholder shall be permitted to Transfer any Subject Shares to the other Shareholder, so long as such Subject Shares continue to be Subject Shares hereunder, (c) enter into any pledging or hedging Contract, derivative arrangement, option or other agreement Contract (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s ) that would prevent Shareholder from delivering the Subject Shares into the Offer or any interest thereinfrom voting the Subject Shares, in each case, in accordance herewith, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such StockholderShareholder’s Subject Shares, (e) deposit or permit the deposit of any of such StockholderShareholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such StockholderShareholder’s Subject Shares, Shares or (f) take or permit any other action that would in any way restrict, limit or interfere with prevent the performance of such StockholderShareholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder Shareholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio; provided that the Transfer restrictions set forth in Section 4.1(b) shall terminate as of 11:59 p.m. (New York City time) on April 25, 2018 (the “Transfer Restriction Cut-Off Time”); it being understood that all Subject Shares not Transferred in accordance with this Agreement after the Transfer Restriction Cut-Off Time shall continue to be subject to all of the restrictions applicable to Subject Shares set forth in this Agreement, including under Article I and this Section 4.1, except for the restrictions set forth in Section 4.1(b). If any involuntary Transfer of any of such StockholderShareholder’s Subject Shares shall occur (including, but not limited to, including a sale by such StockholderShareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Datetermination of this Agreement, such Stockholder Shareholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a an Alternative Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer. Nothing in this Agreement shall prohibit any pledging or hedging or entering into any Contract, derivative arrangement, option or other Contract (including profit sharing agreement) that will not prevent Shareholder from delivering the Subject Shares into the Offer or from voting the Subject Shares, in each case, in accordance herewith. Notwithstanding the foregoing, such Stockholder may make Transfers of its Subject Shares as Buyer may agree in writing in its sole discretion.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder (including pursuant to Section 1.1 or Section 4.1) or under the Merger Agreement, such Stockholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any or all of such Stockholder’s Subject SharesShares and, if applicable, Company Stock Options, (bii) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such Stockholder’s Equity Interests in the Company, including any Subject SharesShares and Company Stock Options, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contractcontract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of any or all of such Stockholder’s Subject Shares and, if applicable, Company Stock Options, or any right or interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of such Stockholder’s Subject SharesShares and, if applicable, Company Stock Options, (ev) deposit or permit the deposit of any or all of such Stockholder’s Equity Interests in the Company, including any Subject Shares Shares, into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Equity Interests, including the Subject Shares, or (fvi) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect in any material respect. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any or all of such Stockholder’s Subject Shares and, if applicable, Company Stock Options shall occur (including, but not limited toif applicable, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares and, if applicable, Company Stock Options subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Such Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any Equity Interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of Subject Shares and, if applicable, Company Stock Options and any rights or interests therein in each of the foregoing (a) to any “Permitted Transferee” (as defined below), in which case the Subject Shares and, if applicable, Company Stock Options shall continue to be bound by this Agreement and provided that any such tender offer Permitted Transferee agrees in writing to be bound by the terms and conditions of this Agreement prior to the consummation of any such Transfer; (b) with respect to any Company Stock Options which expire on or exchange offer.prior to an applicable Expiration Date, to the Company for purpose of a net exercise permitted under the documents related to such Company Stock Options (pursuant to which any Common Stock issued by the Company would be Subject Shares); or (c) as Parent may otherwise agree in writing in its sole discretion. If so requested by Parent, such Stockholder agrees that the Subject Shares and, if applicable, Company Stock Options shall bear a legend stating that the respective Subject Shares, Company Stock Options are subject to this Agreement, provided such legend shall be removed if the Offer is terminated or withdrawn, or the Merger Agreement is terminated prior to the purchase of the

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, such from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, the Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLiens, other than Permitted Share EncumbrancesLiens as may be applicable under the Securities Act or other applicable securities Laws, on all or any portion of such Stockholder’s the Subject SharesShares or Company Warrants, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), all or any portion of such Stockholder’s the Subject SharesShares or Company Warrants, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s the Subject Shares or Company Warrants, or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to all or any such Stockholder’s portion of the Subject SharesShares or Company Warrants, (e) deposit or permit the deposit of all or any portion of such Stockholder’s the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to all or any portion of such Stockholder’s the Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such the Stockholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such the Stockholder herein untrue or incorrectincorrect in any material respect or seek to do or solicit any of the foregoing actions, or cause or permit any other Person to take any of the foregoing actions. Without limiting the generality of the foregoing, during the time this Agreement is in effect, the Stockholder shall not tender, agree to tender or cause or permit to be tendered all or any portion of the Subject Shares into or otherwise in connection with any tender or exchange offer. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and the Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of all or any portion of such Stockholder’s the Subject Shares or Company Warrants shall occur (including, but not limited toif applicable, a sale by such the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares or Company Warrants subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement in accordance with Section 5.2. The Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any securities in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the Transactions contemplated by the Merger Agreement. Notwithstanding anything the foregoing, the Stockholder may make Transfers of Subject Shares and Company Warrants (i) to any “Permitted Transferee” (as defined below), in which case any such transferred Subject Shares and/or Company Warrants shall continue to be bound by this Agreement and provided that any such Permitted Transferee agrees in writing to be bound by the terms and conditions of this Agreement prior to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in consummation of any such tender offer Transfer, or exchange offer(ii) as Parent may otherwise agree in writing in its sole discretion. A “Permitted Transferee” means, with respect to any Stockholder, (A) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild, or the spouse of any child, adopted child, grandchild, or adopted grandchild of the Stockholder, (B) any charitable organization described in Section 170(c) of the Code, (C) any trust, the beneficiaries of which include only the Persons named in clause (A) or (B) of this definition, or (D) any corporation, limited liability company, or partnership, the stockholders, members, and general or limited partners of which include only the Persons named in clause (A) or (B) of this definition.

No Transfer; No Inconsistent Arrangements. (a) Except as provided hereunderhereunder (including pursuant to Section 1.1 or Section 4.1) or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, mortgage, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s Subject Shares Shares, into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, Shares or (fvi) take or permit any other action that would reasonably be expect to in any way materially restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect in any material respect; provided that the restrictions contained in this Section 4.2 shall not apply with respect to any transfer of the Subject Shares by a Stockholder pursuant to applicable Legal Requirements of descent and distribution; provided, further, that any such proposed transferee must agree in writing to take such Subject Shares subject to and to be bound by the terms and conditions of this Agreement applicable to such Subject Shares. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may be enjoined. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Such Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any Equity Interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of Subject Shares as Parent may agree in any writing in its sole discretion. If so requested by Parent, such tender offer or exchange offerStockholder agrees that the Subject Shares shall bear a legend stating that such Subject Shares are subject to this Agreement (provided, such legend shall be removed upon the valid termination of this Agreement).

No Transfer; No Inconsistent Arrangements. (a) Except as provided hereunderhereunder (including pursuant to Section 1.1 or Section 4.1) or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, mortgage, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any or all of such Stockholder’s Equity Interests in the Company, including any Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s Equity Interests in the Company, including any Subject Shares Shares, into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Equity Interests in the Company, including the Subject Shares, Shares or (fvi) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect; provided, that the restrictions contained in this Section 4.2 shall not apply with respect to any transfer of the Subject Shares by a Stockholder pursuant to applicable Laws of descent and distribution; provided, further, that any such proposed transferee must agree in writing to take such Subject Shares subject to and to be bound by the terms and conditions of this Agreement applicable to such Subject Shares. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Such Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any Equity Interests in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of Subject Shares (a) to any wholly-owned Subsidiary of such Stockholder, in which case the Subject Shares shall continue to be bound by this Agreement; provided, that, any such tender offer transferee agrees in writing to be bound by the terms and conditions of this Agreement prior to the consummation of any such Transfer, or exchange offer(b) as Parent may agree in writing in its sole discretion. If so requested by Parent, such Stockholder agrees that the Subject Shares shall bear a legend stating that such Subject Shares are subject to this Agreement (provided, such legend shall be removed upon the valid termination of this Agreement).

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, under the Merger Agreement or the Rollover Agreement, from and after the date hereof and until this Agreement is terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any or all of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend, distribution or otherwise tendering any such Subject Shares into any tender or exchange offer)otherwise) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any of such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (fvi) take or permit any other action that would reasonably be expected to in any way restrict, limit or limit, interfere with or delay the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect in any material respect. Any action taken in violation of the foregoing sentence shall be null and void ab initioinitio and such Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any or all of such Stockholder’s Subject Shares shall occur (including, but not limited toif applicable, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares Shares, subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Such Stockholder agrees that it shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall cause each of its Affiliates not tender to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any Subject Shares in any such tender offer or exchange offer.Company securities for the purpose of opposing or

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until the Termination Time, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant an option or other a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing)therein, (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit limit, impede, delay or interfere with the performance of compliance with such Stockholder’s obligations hereunder in any material respect, or otherwise make any representation have the effect of preventing or warranty of disabling such Stockholder herein untrue from complying with any of its obligations under this Agreement or incorrect(g) agree or commit to take any of the actions referred to in the foregoing clauses (a) through (f). Any action taken in violation of the foregoing sentence shall be null and void ab initio. Each Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Shares on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, (x) any Stockholder that is an individual may Transfer Subject Shares (i) to any member of such Stockholder’s immediate family, (ii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, (iii) in connection with the tender of shares in the Offer as provided hereunder and under the Merger Agreement, (iv) to any custodian or nominee for the purpose of holding such Subject Shares for the account of such Stockholder, (v) with Parent’s prior written consent, (vi) to any charitable foundation or organization, including donor advised funds or (vii) by will or under the laws of intestacy upon the death of such Stockholder and (y) any Stockholder may Transfer Subject Shares to any Affiliate (as defined in the Merger Agreement) of such Stockholder; provided that in any such case, such Transfer shall be permitted only if such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination the Termination Time. Each Stockholder agrees that it shall not, and shall cause each of its affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) for the purpose of taking any actions inconsistent with the transactions contemplated by this Agreement or the Merger Agreement. Each Stockholder shall notify Parent as promptly as reasonably practicable in writing of the number of any additional shares of Company Common Stock of which such Stockholder acquires record or beneficial ownership on or after the date hereof. For the avoidance of doubt, any purchase or repurchase by any Stockholder of Company Common Stock shall not constitute a Transfer for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly or indirectly, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (div) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (ev) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (fvi) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, any Stockholder may Transfer Subject Shares (i) to any member of such Stockholder’s immediate family, (ii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, or (iii) by will or under the laws of intestacy upon the death of such Stockholder, provided, that a transfer referred to in clause (i) through (iii) of this sentence shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct upon such transfer and the transferee agrees in writing, in a manner reasonably acceptable to Parent, to accept such Subject Shares subject to the terms of this Agreement and to be bound by the terms of this Agreement and to agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Parent may agree in any such tender offer or exchange offerwriting in its sole discretion.

No Transfer; No Inconsistent Arrangements. (a) Except as provided hereunderhereunder or under the Merger Agreement, such from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, the Stockholder shall not, directly or indirectly, without the prior written consent of Parent, (ai) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such the Stockholder’s Subject Shares, (bii) transfer, sell, assign, gift, hedge, lend, pledge or otherwise dispose of (including, for the avoidance of doubtincluding by sale or merger, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer, by testamentary disposition, by liquidation or dissolution, by dividend or distribution, by operation of Law or otherwise), either voluntarily or involuntarily, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such the Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (ciii) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such the Stockholder’s Subject Shares or any interest therein, (div) subject to the Conditional Proxy granted under Section 1.3, grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such of the Stockholder’s Subject SharesShares (except for a proxy provided to management of the Company not in violation of Section 1.3 and customary arrangements with the Stockholder’s prime broker and/or custodian), (ev) deposit or permit the deposit of any of such the Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such the Stockholder’s Subject SharesShares (except for customary arrangements with the Stockholder’s prime broker and/or custodian), (vii) enter into any Contract or (f) otherwise take or permit any other action that is inconsistent with, or would in any way restrict, limit or interfere with the performance of such of, the Stockholder’s obligations hereunder in any material respect or otherwise make any representation or warranty of such the Stockholder herein untrue or incorrectincorrect in any material respect as though made on the date of such Contract or action or (viii) knowingly approve or consent to any of the forgoing. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such the Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything Agreement in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offeraccordance with Section 5.2.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, Shares or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, any Stockholder may Transfer Subject Shares (i) to any member of such Stockholder’s immediate family, (ii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, (iii) by will or under the laws of intestacy upon the death of such Stockholder or (iv) to any other Stockholder as a gift or otherwise, provided, that a transfer referred to in clause (i) through (iii) of this sentence shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct upon such Transfer and the transferee agrees in writing, in a manner reasonably acceptable to Parent, to accept such Subject Shares subject to the terms of this Agreement and to be bound by the terms of this Agreement and to agree and acknowledge that such Person shall constitute a “Stockholder” for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Dateforegoing, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares as Parent may agree in any such tender offer or exchange offerwriting in its sole discretion.

No Transfer; No Inconsistent Arrangements. (a) Except as provided hereunderhereunder or under the Merger Agreement (which, such Stockholder for clarity, includes the tendering of the Subject Shares into the Offer in accordance with the terms of this Agreement and the Merger Agreement), from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, the Shareholder shall not, directly or indirectly, (a1) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholderthe Shareholder’s Subject Shares, (b2) transfer, sell (including short sell), assign, gift, hedge, pledge distribute, pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offeroffer other than the Offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholderthe Shareholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c3) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholderthe Shareholder’s Subject Shares or any legal or beneficial interest therein, (d4) grant or permit the grant of any proxyproxy (other than this Agreement), power-of-attorney or other authorization or consent in or with respect to any such Stockholderthe Shareholder’s Subject Shares, (e5) deposit or permit the deposit of any of such Stockholderthe Shareholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement (other than this Agreement) with respect to any of such Stockholderthe Shareholder’s Subject Shares, or (f6) take or permit any other action that would in any way restrict, limit limit, impede, delay or interfere with the performance of such Stockholderthe Shareholder’s obligations hereunder or in any material respect, otherwise make any representation or warranty of such Stockholder the Shareholder herein untrue or incorrect, or have the effect of preventing or disabling the Shareholder from performing any of its obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. The Shareholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Shares on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, the Shareholder may Transfer Subject Shares to any Affiliate of the Shareholder; provided, that such Transfer shall be permitted only if all of the representations and warranties in this Agreement with respect to the Shareholder would be true and correct at the time of (and immediately prior to giving effect to) such Transfer and such transferee has executed and delivered to Parent and Merger Sub a counterpart to this Agreement pursuant to which such transferee agrees in writing to be bound by all of the terms and conditions of this Agreement and acknowledges and agrees that such transferee shall constitute the Shareholder for all purposes of this Agreement (any such Transfer, a “Permitted Transfer”). If any involuntary Transfer of any of such Stockholderthe Shareholder’s Subject Shares in the Company shall occur (including, but not limited to, including a sale by such Stockholderthe Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall shall, subject to applicable Law, take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement. Notwithstanding anything Agreement in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offeraccordance with Section 5.2.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, such from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.1, the Stockholder shall not, directly or indirectly, , (a) create or permit to exist any Share EncumbranceEncumbrances on any of the Subject Shares, other than for any Permitted Share Stockholder Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge pledge, grant a participation interest in, hypothecate or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer)of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s the Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s the Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney attorney, or other authorization or consent in or with respect to any such Stockholder’s of the Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s the Subject Shares, Shares or (f) take or permit any other action that would in any way would be reasonably expected to restrict, limit limit, impede, delay or interfere with the performance of such Stockholder’s obligations hereunder hereunder. The Company will not recognize, facilitate or otherwise make give effect to any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken transfer in violation of this Section 4.1. The Stockholder hereby authorizes Parent to direct the foregoing sentence shall be null and void ab initioCompany to impose stop orders to prevent the Transfer of any Subject Shares on the books of the Company in violation of this Agreement. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur in the Company occurs (including, but not limited to, a sale by such the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include includes any and all transferees and subsequent transferees of the initial transferee) shall will take and hold such Subject Shares subject to all of the restrictions, obligationsliabilities, liabilities and rights under this Agreement, which shall will continue in full force and effect until valid termination of this Agreement in accordance with Section 5.1. The Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a Group for the purpose of taking any actions inconsistent with the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contraryforegoing, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any may make Transfers of its Subject Shares to (x) if the Stockholder is an entity, any controlled Affiliate, Subsidiary, partner, or member of the Stockholder or, if the Stockholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust, or (y) if the Stockholder is a natural person, solely for estate or tax planning purposes (A) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of the Stockholder, (B) any trust, the trustees of which include only the Persons named in clause (A) and the beneficiaries of which include only the Persons named in clause (A), (C) any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only the Persons named in clauses (A), (B) or (C); provided, however, that in any such tender offer or exchange offercase, as a condition to the effectiveness of such Transfer, (1) each Person to which any of such Shares are Transferred has executed and delivered to the Company, Parent and Merger Sub a counterpart to this Agreement pursuant to which such Person is bound by all of the terms and provisions of this Agreement, and (2) this Agreement becomes the legal, valid, and binding agreement of such Person, enforceable against such Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar applicable laws affecting creditors’ rights generally and to general principles of equity.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderhereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, without the prior written consent of Parent, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, lend, pledge or otherwise dispose of (including, for the avoidance of doubtincluding by sale or merger, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer, by testamentary disposition, by liquidation or dissolution, by dividend or distribution, by operation of Law or otherwise), either voluntarily or involuntarily, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) enter into any Contract or otherwise take or permit any other action that is inconsistent with, or would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect as though made on the date of such Contract or action or (g) approve or consent to any of the foregoing. Any action taken in violation of the foregoing sentence shall be null and void ab initio. In furtherance of the foregoing, each Stockholder hereby authorizes the Company to instruct its transfer agent to enter a stop transfer order with respect to all or any of the Subject Shares. If any involuntary Transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this AgreementAgreement in accordance with Section 5.2. Notwithstanding anything the foregoing, such Stockholder may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Notwithstanding the foregoing, [such Stockholder may Transfer Subject Shares (including, to the extent such Stockholder is entitled without Company approval under the applicable Company Equity Plan, Company Options and any Shares underlying such Company Options) (i) to any member of such Stockholder’s immediate family, (ii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, (iii) by will or under the laws of intestacy upon the death of such Stockholder, (iv) to any charitable organization, (v) by effecting a “net exercise” of a Company Option in which the Company holds back Shares otherwise issuable (but not the sale of already-owned Shares) either to pay the exercise price upon the exercise of a Company Option or to satisfy the Stockholder’s tax withholding obligation upon the exercise of a Company Option, in each case as permitted pursuant to the terms of the applicable Company Equity Plan] [such Stockholder may Transfer Subject Shares to (i) any Affiliate of such Stockholder, or (ii) to any investment fund or other entity controlled or managed by such Stockholder or by the investment adviser or general partner of such Stockholder]; provided, that (1) such Transfer [(other than clause (v) of this sentence)] shall be permitted only if all of the representations and warranties in this Agreement with respect to the contrary, until the Termination Date, such Stockholder would be true and correct upon the completion of such Transfer with respect the transferee of the Transfer and (2) the transferee of the Transfer shall have, prior to any such Transfer, executed and delivered to Parent and Purchaser a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such Person shall constitute a “Stockholder” for all purposes of this Agreement. [Nothing herein will restrict the ability of any Stockholder to exercise any Company Options.] Such Stockholder agrees that it shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall cause each of its Affiliates not tender to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) for the purpose of opposing or competing with or taking any Subject Shares in any such tender offer actions inconsistent with the transactions contemplated by this Agreement or exchange offerthe Merger Agreement.

No Transfer; No Inconsistent Arrangements. Except as provided hereunderset forth in this Agreement, such the Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s the Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer)distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s the Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contractcontract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, Shares or (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action action, in each case, that would in any way restrict, limit or interfere with the performance of such the Stockholder’s obligations hereunder or otherwise the transactions contemplated hereby. Notwithstanding the foregoing, the Stockholder may make a Transfer of its Subject Shares or any representation right or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation interest therein to a trust for the benefit of the foregoing sentence shall Stockholder or to beneficiaries of the Stockholder, including in connection with the death of a beneficiary, provided that in connection with any such Transfer, the transferee agrees in a written document to be null and void ab initiobound by the terms of this Agreement. If any involuntary Transfer of any of such Stockholder’s the Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee the Stockholder in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything Agreement in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offeraccordance with its terms.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such Stockholder’s Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer.such

No Transfer; No Inconsistent Arrangements. Except as provided hereunder, during the time this Agreement is in effect, such Stockholder Shareholder shall not, directly or indirectly, (a) create or permit to exist any Share EncumbranceLien, other than Permitted Share EncumbrancesLiens, on any of such Stockholder’s Shareholder's Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge gift or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offeroffer (other than the Offer)), or enter into any derivative arrangement with respect to (collectively, “"Transfer”"), any of such Stockholder’s Shareholder's Subject Shares, or any right or interest therein (or consent to any of the foregoing); provided that either Shareholder shall be permitted to Transfer any Subject Shares to the other Shareholder, so long as such Subject Shares continue to be Subject Shares hereunder, (c) enter into any pledging or hedging Contract, derivative arrangement, option or other agreement Contract (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such Stockholder’s ) that would prevent Shareholder from delivering the Subject Shares into the Offer or any interest thereinfrom voting the Subject Shares, in each case, in accordance herewith, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Shareholder's Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Shareholder's Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Shareholder's Subject Shares, Shares or (f) take or permit any other action that would in any way restrict, limit or interfere with prevent the performance of such Stockholder’s Shareholder's obligations hereunder or otherwise make any representation or warranty of such Stockholder Shareholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio; provided that the Transfer restrictions set forth in Section 4.1(b) shall terminate as of 11:59 p.m. (New York City time) on April 25, 2018 (the "Transfer Restriction Cut-Off Time"); it being understood that all Subject Shares not Transferred in accordance with this Agreement after the Transfer Restriction Cut-Off Time shall continue to be subject to all of the restrictions applicable to Subject Shares set forth in this Agreement, including under Article I and this Section 4.1, except for the restrictions set forth in Section 4.1(b). If any involuntary Transfer of any of such Stockholder’s Shareholder's Subject Shares shall occur (including, but not limited to, including a sale by such Stockholder’s Shareholder's trustee in any bankruptcy, or a sale to a purchaser at any creditor’s 's or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Datetermination of this Agreement, such Stockholder Shareholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes a an Alternative Acquisition Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer. Nothing in this Agreement shall prohibit any pledging or hedging or entering into any Contract, derivative arrangement, option or other Contract (including profit sharing agreement) that will not prevent Shareholder from delivering the Subject Shares into the Offer or from voting the Subject Shares, in each case, in accordance herewith. Notwithstanding the foregoing, such Stockholder may make Transfers of its Subject Shares as Buyer may agree in writing in its sole discretion.