Common use of Restriction on Transfer, Proxies and Non-Interference Clause in Contracts

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated hereby, the Stockholder shall not (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of his or her Shares, (ii) grant any proxies, deposit any shares of capital stock of the Company into a voting trust or enter into a voting agreement with respect to any such Shares or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted to (i) transfer any of the Owned Shares to any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Gift."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyThe Stockholder hereby agrees, from the Stockholder shall date hereof until the Termination Date, not to (ia) sell, transfer, pledge, encumberencumber (except as provided in this Agreement), assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of (other than limitations imposed by applicable Law or pursuant to this Agreement) any of his the Voting Shares, provided that nothing in this Agreement shall prohibit the exercise by a Stockholder of any options to purchase Voting Shares or her conversion of convertible securities pursuant to which the Stockholder will acquire Voting Shares, (iib) grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Voting Shares into a voting trust or enter into a voting agreement with respect to any such Shares or Voting Shares, (iiic) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the any Stockholder from performing his or her its obligations under this Voting Agreement. Notwithstanding Agreement or (d) commit or agree to take any of the foregoingforegoing actions; provided, that the Stockholder actions described in clause (a) above shall be permitted to (i) hereunder as a result of any donative transfer any of the Owned Shares to any immediate family member of the immediate family Stockholder, or a trust for the exclusive benefit of the Stockholder or and/or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such immediate family members of such Stockholder; provided, that prior to such action, the transferee (eachwhich term, a "Permitted Transferee")as used herein, so long as such Permitted Transferee agrees shall include any and all transferees and subsequent transferees of the initial transferee) shall agree in writing, in form and substance satisfactory to the Purchaser, writing to be bound by the terms hereof (including by granting a valid proxy with respect to the same extent as the Stockholder is bound any such Voting Shares acquired, consistent with Section 1.3) and provided further, however, that no such transfer action shall not relieve the Stockholder of his or her any of its obligations hereunder if such Permitted Transferee does hereunder. Any transfer of Voting Shares not perform such obligations, (ii) dispose permitted hereby shall be null and void. If any involuntary transfer of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise Voting Shares shall occur (including a sale by the Stockholder of stock options outstanding on Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the date of this transferee shall take and hold such Voting Agreement Shares subject to acquire shares of capital stock all of the Company restrictions, liabilities and (iii) transfer by gift to any charitable organization up to rights under this Agreement, which shall continue in full force and effect until the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftTermination Date."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyby this Agreement or the Merger Agreement or with the prior written consent of Parent and HoldCo, unless and until this Agreement is terminated, the Company Stockholder shall not (i) directly or indirectly, offer for sale, sell, transfer, tender, pledge, encumber, assign assign, or otherwise dispose of, including, without limitation, by merger, consolidation or otherwise (each, a “Transfer”), or enter into any contract, option option, or other arrangement or understanding (including, without limitation, entering into any profit sharing arrangement or other arrangement or understanding whether or not in writing, that, directly or indirectly, transfers, conveys or otherwise disposes of, in whole or in part, any of the economic or other risks or consequences of ownership of any Subject Shares, including short sales of applicable securities, option transactions with respect to Subject Shares, use of equity or other derivative financial instruments relating to Subject Shares and other hedging arrangements with respect to applicable securities, whether any such transaction described in the foregoing is to be settled by delivery of the Subject Shares, other securities, cash or otherwise) with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition Transfer of, any or all of his the Company Stockholder’s Subject Shares or her Sharesany other securities of the Company or any interest therein to any person, other than pursuant to the Merger Agreement or the Offer; (ii) grant any proxiesproxies or powers of attorney, deposit or any shares of capital stock other authorization or consent with respect to any or all of the Company Stockholder’s Subject Shares that could reasonably be expected to impede, delay, interfere with or prevent the transactions contemplated by the Merger Agreement; or (iii) deposit any of the Company Stockholder’s Subject Shares into a voting trust or enter into a voting agreement with respect to any such Shares or (iii) take any action that would make any representation or warranty of the Subject Shares, other than pursuant to this Agreement; provided that the restrictions contained in this Section 3.1 shall not apply with respect to any transfer of the Subject Shares by a Company Stockholder contained herein untrue or incorrect or have pursuant to applicable laws of descent; provided; however, if any Subject Shares are Transferred by the effect Company Stockholder pursuant to any applicable Laws of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoingdescent, the Stockholder terms set forth in this Agreement shall be permitted continue to (i) transfer any of the Owned Shares to any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory apply to the Purchaser, to be bound fullest extent permitted by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Giftapplicable Law."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated hereby, the Stockholder shall not (i) sellThe Shareholder hereby agrees, transferduring the Parent Voting Period, pledgenot to, encumberdirectly or indirectly, assign (a) Transfer, cause or otherwise dispose permit any Transfer of, or enter into make any contractoffer regarding any Transfer of, option any of the Parent Owned Shares of the Shareholder or any other arrangement securities of Parent, in each case, other than (1) any such transaction as to which the Company or understanding any of its Affiliates are the sole counterparty, (2) any Permitted Liens or (3) any Transfer to (A) any Affiliate of the Shareholder or (B) any Person who has, prior to the Transfer, filed a Schedule 13D or Schedule 13G with respect to the saleParent Registered Shares indicating that such Person is the beneficial owner of 5% or greater of the outstanding Parent Registered Shares (each, transfer, pledge, encumbrance, assignment a “Permitted Person”) who (x) is a party to an agreement with the Company with substantially identical terms to this Agreement or other disposition of, (y) executes a joinder to this Agreement in form and substance reasonably acceptable to the Company pursuant to which such Permitted Person agrees to be bound by the terms hereof applicable to the Shareholder as to any of his or her such Parent Owned Shares, (iib) other than a proxy granted or voting instructions issued to Parent in connection with the Parent Shareholder Meeting, grant any proxiesproxies or powers of attorney with respect to the Parent Owned Shares of the Shareholder, deposit any shares of capital stock of the Company such Parent Owned Shares into a voting trust or enter into a voting agreement or understanding with any Person to vote or give instructions with respect to any such Parent Owned Shares in any manner inconsistent with the terms of this Agreement, in each case with respect to any vote on the matters set forth in Section 1.1 of this Agreement, or (iiic) commit or agree to take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted to (i) transfer any of the Owned Shares foregoing actions; provided, however, that nothing in this Section 4.1(i) shall prohibit the Shareholder from Transferring, directly or indirectly, or taking any other action with regard to any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members Parent Bonds (each, a "Permitted Transferee")or, so long as such Permitted Transferee agrees Parent Bonds have not been exchanged for Parent Owned Shares, any Parent Owned Shares issuable upon exchange of any such Parent Bonds) beneficially owned by the Shareholder. If any involuntary Transfer of any of the Parent Owned Shares shall occur (including a sale by a Shareholder’s trustee in writingany bankruptcy, liquidator in form any liquidation or winding-up or provisional liquidator in any restructuring by way of provisional liquidation, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and substance satisfactory all transferees and subsequent transferees of the initial transferee) shall, to the Purchaserextent permitted by Applicable Law, to be bound by the terms hereof to the same extent as the Stockholder is bound take and provided further, however, that no hold such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Parent Owned Shares in payment subject to all of the exercise price or any withholding taxes restrictions, liabilities, obligations and rights under this Agreement, which shall continue in connection with any exercise by full force and effect until the Stockholder of stock options outstanding on the date valid termination of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftAgreement."

Restriction on Transfer, Proxies and Non-Interference. Except Each Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the Effective Time, and otherwise as is contemplated herebyby the Merger Agreement, the not to (a) other than as may be specifically required by a court order, which such Stockholder shall not use its reasonable best efforts to avoid (iincluding by offering substitute consideration or property) and provided further that such Stockholder shall use reasonable best efforts to cause any such Voting Shares to be transferred subject to this Agreement, sell, transfer, pledge, encumberencumber (except as set forth on Attachment A or due to this Agreement), assign or otherwise dispose ofof (including, without limitation, by gift, merger, consolidation or reorganization), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of his or her the Voting Shares (any such action, a “Transfer”), provided that nothing in this Agreement shall prohibit the exercise by such Stockholder of any options to purchase Voting Shares, (iib) grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Voting Shares into a voting trust or enter into a voting agreement with respect to any such Shares or Voting Shares, (iiic) take any action that would make cause any representation or warranty of the such Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her its obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted or (d) commit or agree to (i) transfer take any of the Owned Shares to any member foregoing actions. Any action taken in violation of the immediate family foregoing sentence shall be null and void ab initio and each Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of the Stockholder Voting Shares shall occur (including, but not limited to, a sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale or any trustsale or transfer by operation of law, limited partnership including, without limitation, by will or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"intestacy), so long the transferee (which term, as such Permitted Transferee agrees in writingused herein, in form shall include any and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound all transferees and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment subsequent transferees of the exercise price or any withholding taxes initial transferee) shall take and hold such Voting Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in connection with any exercise by the Stockholder of stock options outstanding on the date full force and effect until valid termination of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftAgreement."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyby this Agreement or the Merger Agreement or with the prior written consent of Parent and HoldCo, unless and until this Agreement is terminated, the Company Stockholder shall not (i) directly or indirectly, offer for sale, sell, transfer, tender, pledge, encumber, assign assign, or otherwise dispose of, including, without limitation, by merger, consolidation or otherwise (each, a “Transfer”), or enter into any contract, option option, or other arrangement or understanding (including, without limitation, entering into any profit sharing arrangement or other arrangement or understanding whether or not in writing, that, directly or indirectly, transfers, conveys or otherwise disposes of, in whole or in part, any of the economic or other risks or consequences of ownership of any Subject Shares, including short sales of applicable securities, option transactions with respect to Subject Shares, use of equity or other derivative financial instruments relating to Subject Shares and other hedging arrangements with respect to applicable securities, whether any such transaction described in the foregoing is to be settled by delivery of the Subject Shares, other securities, cash or otherwise) with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition Transfer of, any or all of his the Company Stockholder’s Subject Shares or her Sharesany other securities of the Company or any interest therein to any person, other than pursuant to the Merger Agreement or the Offer; (ii) grant any proxiesproxies or powers of attorney, deposit or any shares of capital stock other authorization or consent with respect to any or all of the Company Stockholder’s Subject Shares that could reasonably be expected to impede, delay, interfere with or prevent the transactions contemplated by the Merger Agreement; or (iii) deposit any of the Company Stockholder’s Subject Shares into a voting trust or enter into a voting agreement with respect to any such Shares or (iii) take any action that would make any representation or warranty of the Subject Shares, other than pursuant to this Agreement; provided that the restrictions contained in this Section 4.1 shall not apply with respect to any transfer of the Subject Shares by a Company Stockholder contained herein untrue or incorrect or have pursuant to applicable laws of descent; provided; however, if any Subject Shares are Transferred by the effect Company Stockholder pursuant to any applicable Laws of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoingdescent, the Stockholder terms set forth in this Agreement shall be permitted continue to (i) transfer any of the Owned Shares to any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory apply to the Purchaser, to be bound fullest extent permitted by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Giftapplicable Law."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated hereby, the Stockholder shall not (i) sellEach Shareholder hereby agrees, transferduring the Company Voting Period, pledgenot to, encumberdirectly or indirectly, assign (a) Transfer, cause or otherwise dispose permit any Transfer of, or enter into make any contractoffer regarding any Transfer of, option any of the Company Owned Shares of such Shareholder or any other arrangement securities of the Company, in each case, other than (1) any such transaction as to which Parent, Holdco, Merger Sub or understanding any of their respective Affiliates are the sole counterparty, (2) any Permitted Liens or (3) any Transfer to (A) any Affiliate 5 of such Shareholder or (B) any Person who has, prior to the Transfer, filed a Schedule 13D or Schedule 13G with respect to the saleCompany Common Shares indicating that such Person is the beneficial owner of 5% or greater of the outstanding Company Common Shares (each, transfer, pledge, encumbrance, assignment a “Permitted Person”) who (x) is a party to an agreement with Parent with substantially identical terms to this Agreement or other disposition of, (y) executes a joinder to this Agreement in form and substance reasonably acceptable to Parent pursuant to which such Permitted Person agrees to be bound by the terms hereof applicable to such Shareholder as to any of his or her Sharessuch Company Owned Shares (each a “Permitted Transfer”), (iib) grant any proxiesproxies or powers of attorney with respect to the Company Owned Shares or the Parent Owned Shares of such Shareholder, deposit any shares of capital stock of the such Company Owned Shares or Parent Owned Shares into a voting trust or enter into a voting agreement or understanding with any Person to vote or give instructions with respect to any such Company Owned Shares or Parent Owned Shares in any manner inconsistent with the terms of this Agreement, in each case with respect to any vote on the approval and adoption of the Merger Agreement or any other matters set forth in Section 1.1 or Section 1.2 of this Agreement, (iiic) take any action that would make any representation public statements in support of or warranty recommending the adoption or consummation of the Stockholder contained herein untrue any Opposing Proposal (as defined below), or incorrect (d) commit or have the effect of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted agree to (i) transfer take any of the Owned Shares to foregoing actions. If any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose involuntary Transfer of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company Owned Shares shall occur (including a sale by a Shareholder’s trustee in any bankruptcy, liquidator in any liquidation or winding-up or provisional liquidator in any restructuring by way of provisional liquidation, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and (iiiall transferees and subsequent transferees of the initial transferee) transfer by gift to any charitable organization up shall, to the number of extent permitted by Applicable Law, take and hold such Company Owned Shares indicated on Schedule A subject to all of the restrictions, liabilities, obligations and rights under this Agreement, which shall continue in full force and effect until the heading "Maximum Number valid termination of Shares that May be Transferred by Giftthis Agreement."

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated herebyby this Agreement, the Stockholder shall not not, directly or indirectly: (i) except as expressly contemplated by this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of his the Shares or her Shares, any interest therein; (ii) grant any proxies, proxies or powers of attorney or deposit any shares of capital stock of the Company Shares into a voting trust or enter into a voting agreement with respect to any such Shares Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her any of Stockholder's obligations under this Voting Agreement. Notwithstanding anything to the foregoingcontrary provided in this Agreement, the Stockholder shall be permitted have the right to transfer Shares to (i) transfer any Family Member, (ii) the trustee or trustees of a trust for the benefit of Stockholder and/or one or more Family Members and/or charitable organizations, (iii) a foundation created or established by Stockholder, (iv) a corporation of which Stockholder and/or any Family Members owns the majority of the Owned Shares to any member outstanding capital stock, (v) a partnership of which Stockholder and/or Family Members owns a majority of the immediate family partnership interests, (vi) a limited liability company of which Stockholder and/or any Family Members owns a majority of the Stockholder or membership interests, (vii) any trust, limited partnership or other entity the beneficial ownership of which is held by Stockholder and/or any Family Members owns a majority of the Stockholder ownership interests, (viii) the executor, administrator or such family members personal representative of the estate of Stockholder, or (eachix) any guardian, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory trustee or conservator appointed with respect to the Purchaserassets of Stockholder; provided that in the case of any such transfer, the transferee shall, as a condition to such transfer, execute an agreement to be bound by the terms hereof of this Agreement, or terms substantially identical thereto. "Family Member" shall have the meaning ascribed to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii"Related Parties" under Section 672(c) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder Internal Revenue Code of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Gift1986, as amended."

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated herebyby this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, Stockholder shall not not, directly or indirectly, (i) sell, transfer, pledge, encumber, assign cause or otherwise dispose ofpermit the Transfer of any of the Shares to be effected, or enter into discuss, negotiate or make any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, offer regarding any Transfer of any of his or her the Shares, (ii) grant any proxiesproxies or powers of attorney with respect to any of the Shares, deposit any shares of capital stock of the Company Shares into a voting trust or enter into a voting agreement or other similar commitment or arrangement with respect to any such of the Shares in contravention of the obligations of Stockholder under this Agreement, (iii) request that Xxxxxx register the Transfer of any certificate or uncertificated interest representing any of the Shares, or (iiiiv) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect incorrect, or have the effect of preventing or disabling the Stockholder from performing his or her any of Stockholder’s obligations under this Voting Agreement. Notwithstanding the foregoingforegoing or anything to the contrary set forth in this Agreement, (A) Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the Stockholder shall be permitted to (i) transfer any terms of Stockholder’s 10b-5 plan or arrangement with Xxxxxx, if any, as in effect as of the Owned date hereof, (B) Stockholder may sell Shares to any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory for cash to the Purchaser, extent necessary to be bound by the terms hereof to the same extent pay taxes incurred as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment a direct result of the exercise price or of Xxxxxx Options after the date hereof, and (C) in the event of the termination of the Transaction Agreement, Stockholder may sell Shares at any withholding taxes in connection with any exercise by time during the Stockholder of stock options outstanding period commencing on the date of this Voting Agreement such termination and ending on the Expiration Date in an aggregate amount (including for these purposes any amounts sold pursuant to acquire shares the immediately preceding clauses (A) and (B)) of capital stock up to 25% of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftShares."”

Restriction on Transfer, Proxies and Non-Interference. Except as otherwise contemplated herebyby the Merger Agreement or this Agreement, from and after the date of this Agreement and ending on the Termination Date, the Stockholder shall not, and shall cause each of his Affiliates who Beneficially Own any of the Shares not to, directly or indirectly without the consent of Parent in respect of any Acquisition Proposal or otherwise: (iA) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition ofof (each, a "Transfer"), any or all of his or her the Shares, or any interest therein, (iiB) grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Shares into a voting trust or enter into a voting agreement with respect to any such Shares Shares, (C) enter into any agreement or arrangement providing for any of the actions described in clause (A) or (iiiB) above or (D) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or reasonably be expected to have the effect of preventing or disabling the Stockholder from performing his or her the Stockholder's obligations under this Voting Agreement. Notwithstanding the foregoing; provided, however, the Stockholder shall be permitted to may, without the consent of Parent, (ix) transfer any of the Owned Transfer his Shares to any member members of the immediate his family of the Stockholder or any trustand/or Affiliates, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or further provided, however, that such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory to the Purchaser, transferees agree to be bound by the terms hereof of this Agreement and such transferred Shares shall continue to the same extent as the Stockholder is bound constitute "Shares" hereunder; and provided further, however, that no such transfer shall relieve the Stockholder of his (y) pledge or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of encumber all or any Owned Shares in payment portion of the exercise price or any withholding taxes Shares in connection with a bona fide lending transaction with any exercise by institutional lender that is not entered into in connection with an Acquisition Proposal, provided that the Stockholder shall not be in default of stock options outstanding on the date any obligation securing such pledge. The Stockholder will provide Parent with notice of this Voting Agreement to acquire shares of capital stock any pledge of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftShares."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyby this Agreement or the Merger Agreement or as required by applicable Law, during the Stockholder period beginning from the execution and delivery by the parties of this Agreement through the termination of this Agreement in accordance with Section 5.1, each Company Shareholder shall not directly or indirectly (ia) offer for sale or redemption, sell, transfer, tender, pledge, encumber, assign assign, or otherwise dispose ofof (each, a “Transfer”), or enter into any contract, option or other arrangement or understanding Contract with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition Transfer of, any or all of his such Company Shareholder’s Subject Shares or her SharesSubject Options or any other securities of the Company to any Person (including any short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of such security), other than pursuant to the Merger Agreement or the Offer or in connection with the exercise of any Subject Options (iiit being understood and agreed that any shares of Company Common Stock issued upon the exercise of Company Options or deemed issued upon the vesting of any Company SARs or Company Restricted Shares shall be subject to the restrictions set forth in this Section 4.1); (b) grant any proxiesproxies or powers of attorney, or any other authorization or consent with respect to any or all of such Company Shareholder’s Subject Shares; (c) deposit any shares of capital stock of the such Company Shareholder’s Subject Shares or Subject Options into a voting trust or enter into a voting agreement with respect to any of such Company Shareholder’s Subject Shares or Subject Options, other than pursuant to this Agreement or (iiid) take any action that would make or would reasonably be expected to make, any representation or warranty of the Stockholder such Company Shareholder contained herein in this Agreement to be untrue or incorrect in any material respect (other than as a result of the Transfer of any Subject Shares or Subject Options pursuant to the Merger Agreement or the Offer) if made by such Company Shareholder as of any date in which this Agreement is in effect or that would reasonably be expected to have the effect of preventing or disabling the Stockholder or delaying such Company Shareholder from performing his or her such Company Shareholder’s obligations under this Voting Agreement. Notwithstanding ; provided, however, that the foregoing, the Stockholder actions described in Section 4.1(a) and Section 4.1(c) shall be permitted to (i) the extent such action is the result of a donative transfer any of the Owned Shares to any immediate family member of the Company Shareholder or a charitable organization or a trust for the benefit of such Company Shareholder and such immediate family of the Stockholder member, charitable organization or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee transferee agrees in writing, in form and substance satisfactory to the Purchaser, writing to be bound by the terms hereof to the same extent as the Stockholder is bound hereof. The Company Shareholder shall not, and provided further, however, that no such transfer shall relieve the Stockholder of his not permit any Person under its control or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price on its behalf or any withholding taxes in connection with of its or such Person’s respective Representatives to, seek or solicit any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to such Transfer or any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Giftsuch Contract."

Restriction on Transfer, Proxies and Non-Interference. Except Each Shareholder hereby agrees, except as contemplated herebypermitted by Section 4.7, from the Stockholder shall not date hereof until the earlier of, (i) the termination of this Agreement in accordance with Section 5.1 and (ii) the time that the Company Shareholder Approval Threshold has been obtained with respect to all Company Shareholder Matters, not to, directly or indirectly, (a) sell, transfer, pledge, encumber, assign assign, gift, tender in any tender or exchange offer, hypothecate or otherwise dispose ofof (including by gift, merger, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment assignment, gift, tender, hypothecation or other disposition of (including by gift, merger, by testamentary disposition, by operation of law or otherwise), or limitation on the voting rights of, any of his or her Sharesthe Owned Shares (any such action, a “Transfer”), (iib) grant or permit the grant of any proxiesproxies or powers of attorney or other authorization in or with respect to the Owned Shares, deposit any shares of capital stock of the Company Owned Shares into a voting trust or enter into a voting agreement with respect to any such Shares Owned Shares, in each case with respect to any vote on the approval of the Exchange, the Company Shareholder Approval Matters, or any other matters set forth in this Agreement including, without limitation, Section 1 (iiiother than a proxy to Contributor as set forth in Section 1.2), (c) take any action that would make cause any representation or warranty of the Stockholder such Shareholder contained herein to become untrue or incorrect or have the effect of restricting, limiting, interfering, preventing or disabling the Stockholder such Shareholder from performing his or her its obligations under this Voting Agreement, or (d) commit or agree to take any of the foregoing actions. Notwithstanding Any action taken in violation of the foregoing, the Stockholder foregoing sentence shall be permitted to (i) transfer null and void and each Shareholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of the Owned Shares shall occur (including, but not limited to, a sale by a Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any member creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the immediate family initial transferee) shall take and hold such Owned Shares subject to all of the Stockholder or any trustrestrictions, limited partnership or other entity the beneficial ownership of liabilities and rights under this Agreement, which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees shall continue in writing, in form full force and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date effect until valid termination of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftAgreement."

Restriction on Transfer, Proxies and Non-Interference. Except Each Stockholder hereby agrees, during the Support Period, at any time prior to the Specified Time, not to (a) other than as contemplated herebymay be required by law or court order, the Stockholder shall not (i) sell, transfer, pledge, encumberencumber (other than the encumbrances set forth in this Agreement), assign or otherwise dispose of, or enter into any contract, agreement (other than this Agreement) or option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of his the Owned Shares (any such action, a “Transfer”), provided that nothing in this Agreement shall prohibit such Stockholder from tendering any Owned Shares in the Offer, voting in favor of adoption of the Merger Agreement, or her from exercising any options or warrants to purchase Owned Shares; and provided, further, that each Stockholder who is not a director or executive officer of the Company as of the date hereof shall be permitted to distribute Owned Shares to its general partners, limited partners or Affiliates if and only if such Stockholder and its general partners, limited partners or Affiliates enter into an agreement with Parent in a form reasonably acceptable to Parent providing (x) a power of attorney allowing such Stockholder to tender such Owned Shares as provided in Section 1.1, (iiy) requiring the Stockholder to exercise such power of attorney and tender such Owned Shares as provided in Section 1.1, and (z) that such general partners, limited partners or Affiliates will comply with the other restrictions in this Agreement as such restrictions bind such Stockholder, (b) grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Owned Shares into a voting trust or enter into a voting agreement (other than this Agreement) with respect to any such Shares Owned Shares, or (iiic) commit or agree to take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have foregoing actions. Any action taken in violation of the effect of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder foregoing sentence shall be permitted to (i) transfer null and void ab initio and each Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of the Owned Shares shall occur (including a sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any member creditor’s or court sale), the transferee (which term, as used herein, shall include any transferees and subsequent transferees of the immediate family initial transferee) shall take and hold such Owned Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. During the Support Period, each Stockholder or shall use commercially reasonable efforts to cause any trustOwned Shares that are Transferred in any manner by such Stockholder, limited partnership or other entity than Owned Shares tendered in and accepted for payment in the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory to the PurchaserOffer, to be bound by the terms hereof subject to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Gift."Agreement

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyPrior to the Termination Date, the no Stockholder shall not shall, directly or indirectly: (i) except to the Parent pursuant to this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, any or all of the Shares owned by it, and no Stockholder shall, directly or indirectly, enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of his the Shares owned by it or her Sharesany interest therein, (ii) except as contemplated hereby, grant any proxiesproxies or powers of attorney with respect to the Shares, deposit any shares of capital stock of the Company Shares into a voting trust or enter into a any voting agreement with respect to any such Shares Shares, or (iii) take any action that would make any representation or warranty of the such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the any Stockholder from performing his or her its obligations under this Voting Agreement. Notwithstanding the foregoing, a Stockholder may transfer Shares to such Stockholder's spouse or lineal descendant (natural or adopted) or to an executor, administrator or testamentary trustee (in their capacity as such) of such Stockholder or to a trust the beneficiaries of which include only such Stockholder and his or her spouse or lineal descendants; provided, however, -------- ------- it shall be permitted a condition precedent to (i) such transfer any of that the Owned Shares to any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, transferee agree in a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance writing reasonably satisfactory to the Purchaser, Parent and Newco to be bound by the terms hereof of this Agreement with respect to the same extent as the Stockholder is bound shares so transferred, and provided provided, -------- further, however, that no such transfer shall relieve not release the transferring Stockholder of his or her from -------- its obligations hereunder if such Permitted Transferee does not perform such obligationsunder this Agreement with respect to the Shares so transferred, (ii) dispose of any Owned Shares in payment and the Parent and Newco shall be entitled to continue to treat the transferring Stockholder as the owner of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date Shares transferred for all purposes of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftAgreement."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyParent Stockholder hereby agrees from the date hereof until the earlier of, the Stockholder shall not (i) the termination of this Agreement in accordance with Section 5.1 and (ii) the time that the Parent Stockholder Approval has been obtained, not to (a) directly or indirectly sell, transfer, exchange, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, exchange, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of his or her Sharesthe Owned Shares (any such action, a “Transfer”), (iib) grant any proxiesproxies or powers of attorney with respect to the Owned Shares, deposit any shares of capital stock of the Company Owned Shares into a voting trust or enter into a voting agreement with respect to any such Shares Owned Shares, in each case with respect to any vote on the approval of the Stock Issuance, Charter Amendment or any other matters set forth in this Agreement including, without limitation, Section 1, (iiic) take any action that would make cause any representation or warranty of the Parent Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling the such Stockholder from performing his or her its obligations under this Voting Agreement, or (d) commit or agree to take any of the foregoing actions. Notwithstanding Any action taken in violation of the foregoing, the Stockholder foregoing sentence shall be permitted to (i) transfer null and void and Parent Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of the Owned Shares in violation of this Agreement shall occur (including, but not limited to, a sale by Parent 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 Owned Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. This Section 4.1 shall not prohibit a transfer of Owned Shares by Parent Stock (i) if Parent Stockholder is an individual, (A) to any member of such Parent Stockholder’s immediate family, or (B) upon the immediate family death of the Parent Stockholder, or (ii) if Parent Stockholder is a partnership or limited liability company, to one or more partners or members of Parent Stockholder or any trustto an affiliated Person (as defined in the Merger Agreement) under common control with Parent Stockholder; provided, limited partnership or other entity however, that a transfer referred to in clauses (i) and (ii) of this sentence shall be permitted only if, as a precondition to such transfer, the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee transferee agrees in writing, in form and substance satisfactory to the Purchaser, writing to be bound by all of the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftAgreement."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyEach Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the Stockholder shall Effective Time, not to (a) (i) sell, transfer, pledge, encumberencumber (except due to this Agreement), assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of his or her the Voting Shares, provided that nothing in this Agreement shall prohibit the exercise by Stockholder of any options to purchase Voting Shares or (ii) convert any shares of Preferred Stock into shares of Common Stock, (b) grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Voting Shares into a voting trust or enter into a voting agreement with respect to any such Shares or Voting Shares, (iiic) take any action that would make cause any representation or warranty of the Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her its obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted Agreement or (d) commit or agree to (i) transfer take any of the Owned foregoing actions. Any transfer of Voting Shares to not permitted hereby shall be null and void. Stockholder agrees that any member such prohibited transfer may and should be enjoined. If any involuntary transfer of any of the immediate family Voting Shares shall occur (including, but not limited to, a sale by 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 Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or initial transferee) shall take and hold such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory Voting Shares subject to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment all of the exercise price or any withholding taxes restrictions, liabilities and rights under this Agreement, which shall continue in connection with any exercise by the Stockholder of stock options outstanding on the date full force and effect until valid termination of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftAgreement."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyby this Agreement or the Merger Agreement or as required by applicable law, during the Stockholder period beginning from the execution and delivery by the parties of this Agreement through the earlier of the termination of this Agreement in accordance with Section 5.1, each Company Shareholder shall not (i) directly or indirectly, offer for sale or redemption, sell, transfer, tender, pledge, encumber, assign assign, or otherwise dispose ofof (each, a “Transfer”), or enter into any contract, option or other arrangement or understanding Contract with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition Transfer of, any or all of his or her such Company Shareholder’s Subject Shares, Subject Options or any other securities of the Company or to any Person, other than pursuant to the Merger Agreement or the Offer or in connection with the exercise of any Subject Options (it being understood and agreed that any shares of Company Common Stock issued upon the exercise of Subject Options or deemed issued upon the vesting of any Common Stock Unit or Company Restricted Shares shall be subject to the restrictions set forth in this Section 4.1); (ii) grant any proxiesproxies or powers of attorney, or any other authorization or consent with respect to any or all of such Company Shareholder’s Subject Shares; (iii) deposit any shares of capital stock of the Company such Shareholder’s Subject Shares or Subject Options into a voting trust or enter into a voting agreement with respect to any of such Company Shareholder’s Subject Shares or Subject Options, other than pursuant to this Agreement or (iiiiv) take any action that would make any representation or warranty of the Stockholder such Company Shareholder contained herein in this Agreement to be untrue or incorrect in any material respect (other than as a result of the Transfer of any Subject Shares or Subject Options pursuant to the Merger Agreement or the Offer) if made by such Company Shareholder as of any date in which this Agreement is in effect or that would reasonably be expected to have the effect of preventing or disabling the Stockholder or delaying such Company Shareholder from performing his or her such Company Shareholder’s obligations under this Voting Agreement. Notwithstanding ; provided, however, that the foregoing, the Stockholder actions described in Sections 4.1(i) and (iii) shall be permitted to (i) the extent such action is the result of a donative transfer any of the Owned Shares to any immediate family member of the Company Stockholder or a charitable organization or a trust for the benefit of such Company Stockholder; immediate family of the Stockholder member or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or charitable organization and such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee transferee agrees in writing, in form and substance satisfactory to the Purchaser, writing to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Gifthereof."

Restriction on Transfer, Proxies and Non-Interference. Except Stockholder ----------------------------------------------------- hereby agrees, while this Agreement is in effect and, if the Extension Conditions are satisfied, thereafter during the Extension Period, and except as contemplated hereby, the Stockholder shall not to (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of his or her Owned Shares, (ii) grant any proxies, deposit any shares of capital stock of the Company into a voting trust or enter into a voting agreement with respect to any such Shares or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoing; provided, the however, that Stockholder shall be permitted to (i) transfer any of the Owned Shares to Ten Ideas, Inc., Ten Ideas Acquisition Corp., any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory to the PurchaserParent and Sub, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Gift."

Restriction on Transfer, Proxies and Non-Interference. Except The Stockholder hereby agrees, except as contemplated herebypermitted by Section 4.4, from the Stockholder shall date hereof until the termination of this Agreement in accordance with Section 5.1, not to (ia) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of his or her Sharesthe Owned Shares of the Stockholder (any such action, a “Transfer”), other than to an Affiliate of the Stockholder if, as a precondition to such Transfer, such Affiliate agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement, (iib) grant any proxiesproxies or powers of attorney with respect to the Owned Shares of the Stockholder, deposit any shares of capital stock of the Company such Owned Shares into a voting trust or enter into a voting agreement with respect to any such Shares Owned Shares, in each case with respect to any vote on the approval and adoption of the Merger Agreement or any other matters set forth in Section 1.1 of this Agreement, or (iiic) commit or agree to take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have foregoing actions during the effect term of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted to (i) transfer If any involuntary Transfer of any of the Owned Shares shall occur (including, but not limited to, a sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any member creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the immediate family initial transferee) shall, to the extent permitted by applicable Law, take and hold such Owned Shares subject to all of the Stockholder or any trustrestrictions, limited partnership or other entity liabilities and rights under this Agreement, which shall continue in full force and effect until the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date valid termination of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number Agreement. Any attempted Transfer of Owned Shares indicated on Schedule A under the heading "Maximum Number or any interest therein in violation of Shares that May this Section 4.1 shall be Transferred by Giftnull and void."

Restriction on Transfer, Proxies and Non-Interference. Except Each Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the Effective Time, not to (a) other than as contemplated herebymay be specifically required by a court order, which the Stockholder shall not use its reasonable best efforts to avoid (iincluding by offering substitute consideration or property) and provided further that the Stockholder shall use reasonable best efforts to cause any such Voting Shares to be transferred subject to this Agreement, sell, transfer, pledge, encumberencumber (except as set forth on Attachment A or due to this Agreement), assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of his the Voting Shares (any such action, a “Transfer”), provided that nothing in this Agreement shall prohibit the exercise by Stockholder of any options to purchase Voting Shares or her Shares(ii), (iib) grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Voting Shares into a voting trust or enter into a voting agreement with respect to any such Shares or Voting Shares, (iiic) take any action that would make cause any representation or warranty of the such Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her its obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted or (d) commit or agree to (i) transfer take any of the Owned Shares to any member foregoing actions. Any action taken in violation of the immediate family foregoing sentence shall be null and void ab initio and each Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of the Stockholder or any trustVoting Shares shall occur (including, but not limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (eachto, a "Permitted Transferee"sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), so long the transferee (which term, as such Permitted Transferee agrees in writingused herein, in form shall include any and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound all transferees and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment subsequent transferees of the exercise price or any withholding taxes initial transferee) shall take and hold such Voting Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in connection with any exercise by the Stockholder of stock options outstanding on the date full force and effect until valid termination of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftAgreement."

Restriction on Transfer, Proxies and Non-Interference. Except Each Stockholder hereby agrees, except as contemplated herebypermitted by Section 4.7, from the Stockholder shall not date hereof until the earlier of, (i) the termination of this Agreement in accordance with Section 5.1 and (ii) the time that the Parent Stockholder Approval has been obtained, not to (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of his or her Sharesthe Owned Shares (any such action, a “Transfer”) that would result in the Stockholders, collectively, owning shares of Buyer’s capital stock less than such number of shares necessary to obtain the Parent Stockholder Approval, (iib) grant any proxiesproxies or powers of attorney with respect to the Owned Shares, deposit any shares of capital stock of the Company Owned Shares into a voting trust or enter into a voting agreement with respect to any such Shares Owned Shares, in each case with respect to any vote on the approval of the Stock Issuance or any other matters set forth in this Agreement including, without limitation, Article I (iiiother than a proxy to the Company as set forth in Section 1.2), (c) take any action that would make cause any representation or warranty of the such Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling the such Stockholder from performing his or her its obligations under this Voting Agreement, or (d) commit or agree to take any of the foregoing actions. Notwithstanding Any action taken in violation of the foregoing, the Stockholder foregoing sentence shall be permitted to (i) transfer null and void and each Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of the Owned Shares shall occur (including, but not limited to, a sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any member creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the immediate family initial transferee) shall take and hold such Owned Shares subject to all of the Stockholder or any trustrestrictions, limited partnership or other entity the beneficial ownership of liabilities and rights under this Agreement, which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees shall continue in writing, in form full force and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date effect until valid termination of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftAgreement."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyEach Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the Stockholder shall date of termination of this Agreement, not to (ia) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of his or her Sharesthe Owned Shares (any such action, a “Transfer”), (iib) grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Owned Shares into a voting trust or enter into a voting agreement with respect to any such Shares or Owned Shares, (iiic) take any action that would make cause any representation or warranty of the such Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her its obligations under this Voting Agreement. Notwithstanding , or (d) commit or agree to take any of the foregoingforegoing actions; provided, the Stockholder shall be permitted to however, that (i) transfer E&H II shall be entitled to distribute up to 1,445,267 shares of Common Stock held by E&H II as of the date of this Agreement to any of its limited partners as long as E&H II (x) receives from each limited partner to whom the shares of Common Stock are distributed a proxy card with respect to voting the shares of Common Stock in accordance with the terms hereof (each a “Transferee Proxy”) for the 2021 Annual Meeting and (y) uses best efforts to cause each limited partner to whom the shares of Common Stock are distributed to vote any of such shares of Common Stock that are beneficially owned by such limited partner as of the record date for the 2022 Annual Meeting in accordance with the terms of this Agreement; (ii) E&H II shall be entitled to Transfer the remaining shares of Common Stock held by E&H II as of the date of this Agreement to any third party after the conclusion of the 2021 Annual Meeting as long as E&H II receives from each such third party transferee a Transferee Proxy for the 2022 Annual Meeting; and (iii) E&H 6 or E&H 7 shall be entitled to Transfer any and all shares of Common Stock held by E&H 6 or E&H 7, as applicable, as of the date of this Agreement to any third party after December 31, 2021 as long as E&H 6 or E&H 7, as applicable, receives from each such third party transferee a Transferee Proxy for the 2022 Annual Meeting. Any action taken in violation of the foregoing sentence shall be null and void and each Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of the Owned Shares shall occur (including, but not limited to, a sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any member creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the immediate family initial transferee) shall take and hold such Owned Shares subject to all of the Stockholder or any trustrestrictions, limited partnership or other entity the beneficial ownership of liabilities and rights under this Agreement, which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees shall continue in writing, in form full force and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date effect until valid termination of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftAgreement."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyby this Agreement or the Merger Agreement or with the prior written consent of Parent and HoldCo, unless and until this Agreement is terminated, the Company Stockholder shall agrees not to (i) directly or indirectly, offer for sale, sell, transfer, tender, pledge, encumber, assign assign, or otherwise dispose of, including, without limitation, by merger, consolidation or otherwise (each, a “Transfer”), or enter into any contract, option option, or other arrangement or understanding (including, without limitation, entering into any profit sharing arrangement or other arrangement or understanding whether or not in writing, that, directly or indirectly, transfers, conveys or otherwise disposes of, in whole or in part, any of the economic or other risks or consequences of ownership of any Subject Shares, including short sales of applicable securities, option transactions with respect to Subject Shares, use of equity or other derivative financial instruments relating to Subject Shares and other hedging arrangements with respect to applicable securities, whether any such transaction described in the foregoing is to be settled by delivery of the Subject Shares, other securities, cash or otherwise) with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition Transfer of, any or all of his the Company Stockholder’s Subject Shares or her Sharesany other securities of the Company or any interest therein to any person, other than pursuant to the Merger Agreement or the Offer; (ii) grant any proxiesproxies or powers of attorney, deposit or any shares of capital stock other authorization or consent with respect to any or all of the Company Stockholder’s Subject Shares that could reasonably be expected to impede, delay, interfere with or prevent the transactions contemplated by the Merger Agreement; or (iii) deposit any of the Company Stockholder’s Subject Shares into a voting trust or enter into a voting agreement with respect to any such Shares or (iii) take any action that would make any representation or warranty of the Subject Shares, other than pursuant to this Agreement; provided that the restrictions contained in this Section 3.1 shall not apply with respect to any transfer of the Subject Shares by a Company Stockholder contained herein untrue pursuant to applicable laws of descent or incorrect conservatorship; provided ; however, if any Subject Shares are Transferred by the Company Stockholder pursuant to any applicable Laws of descent or have the effect of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoingconservatorship, the Stockholder terms set forth in this Agreement shall be permitted continue to (i) transfer any of the Owned Shares to any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory apply to the Purchaser, to be bound fullest extent permitted by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Giftapplicable Law."

Restriction on Transfer, Proxies and Non-Interference. Except in connection with the arrangements set forth on Schedule I attached to this Agreement, Stockholder hereby agrees, while this Agreement is in effect, and except as contemplated hereby, the Stockholder shall not to (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, (any of his the foregoing, a “Transfer”), any of the Covered Shares or her SharesEquity Awards (other than the exercise of Equity Awards), (ii) grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Covered Shares into a voting trust or enter into a voting agreement with respect to any such Covered Shares or (iii) knowingly take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing his or her its obligations under this Voting Agreement. Notwithstanding the foregoingrestrictions and prohibitions on the trading of Covered Shares or Equity Awards set forth in this Section 5(b) and elsewhere in this Agreement, the Stockholder shall be permitted to (i) transfer any effect transactions with respect to Covered Shares and Equity Awards pursuant to, and permitted under, approved trading plans established under Rule 10b5-1 promulgated under the Exchange Act (“Trading Plans”), provided that such Trading Plans shall be in place on or prior to the date of the Owned this Agreement, (ii) Transfer Covered Shares to a family member or trust for estate planning purposes, provided that, as a condition to any such Transfer to a family member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees transferee has agreed with Parent in writing, in form and substance satisfactory to the Purchaser, writing to be bound by the terms hereof of this Agreement and to hold such Covered Shares subject to all the same extent as the Stockholder is bound terms and provided further, however, that no such transfer shall relieve the Stockholder provisions of his or her obligations hereunder if such Permitted Transferee does not perform such obligationsthis Agreement, (iiiii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with the exercise of an Equity Award (cashless or otherwise), sell Covered Shares an amount that is sufficient to satisfy the payment of any transaction costs and any tax liability incurred by such Stockholder in connection with such exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iiiiv) transfer effect any Transfer of Covered Shares as may be specifically required by gift to any charitable organization up to the number court order or by operation of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Giftlaw."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated hereby, the Stockholder shall not (i) sellEach Shareholder hereby agrees, transferduring the Company Voting Period, pledgenot to, encumberdirectly or indirectly, assign (a) Transfer, cause or otherwise dispose permit any Transfer of, or enter into make any contractoffer regarding any Transfer of, option any of the Company Owned Shares of such Shareholder or any other arrangement securities of the Company, in each case, other than (1) any such transaction as to which Parent, Holdco, Merger Sub or understanding any of their respective Affiliates are the sole counterparty, (2) any Permitted Liens or (3) any Transfer to (A) any Affiliate of such Shareholder or (B) any Person who has, prior to the Transfer, filed a Schedule 13D or Schedule 13G with respect to the saleCompany Common Shares indicating that such Person is the beneficial owner of 5% or greater of the outstanding Company Common Shares (each, transfer, pledge, encumbrance, assignment a "Permitted Person") who (x) is a party to an agreement with Parent with substantially identical terms to this Agreement or other disposition of, (y) executes a joinder to this Agreement in form and substance reasonably acceptable to Parent pursuant to which such Permitted Person agrees to be bound by the terms hereof applicable to such Shareholder as to any of his or her Sharessuch Company Owned Shares (each a "Permitted Transfer"), (iib) grant any proxiesproxies or powers of attorney with respect to the Company Owned Shares or the Parent Owned Shares of such Shareholder, deposit any shares of capital stock of the such Company Owned Shares or Parent Owned Shares into a voting trust or enter into a voting agreement or understanding with any Person to vote or give instructions with respect to any such Company Owned Shares or Parent Owned Shares in any manner inconsistent with the terms of this Agreement, in each case with respect to any vote on the approval and adoption of the Merger Agreement or any other matters set forth in Section 1.1 or Section 1.2 of this Agreement, (iiic) take any action that would make any representation public statements in support of or warranty recommending the adoption or consummation of the Stockholder contained herein untrue any Opposing Proposal (as defined below), or incorrect (d) commit or have the effect of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted agree to (i) transfer take any of the Owned Shares to foregoing actions. If any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose involuntary Transfer of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company Owned Shares shall occur (including a sale by a Shareholder's trustee in any bankruptcy, liquidator in any liquidation or winding-up or provisional liquidator in any restructuring by way of provisional liquidation, or a sale to a purchaser at any creditor's or court sale), the transferee (which term, as used herein, shall include any and (iiiall transferees and subsequent transferees of the initial transferee) transfer by gift to any charitable organization up shall, to the number of extent permitted by Applicable Law, take and hold such Company Owned Shares indicated on Schedule A subject to all of the restrictions, liabilities, obligations and rights under this Agreement, which shall continue in full force and effect until the heading "Maximum Number valid termination of Shares that May be Transferred by Giftthis Agreement."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyby this Agreement or the Merger Agreement, during the period beginning from the execution and delivery by the parties of this Agreement through the Termination Date, the Company Stockholder shall not (i) directly or indirectly, offer for sale, sell, transfer, tender, pledge, encumber, assign assign, or otherwise dispose ofof (each, a “Transfer”), or enter into any contract, option or other arrangement or understanding with respect agree to the sale, transfer, pledge, encumbrance, assignment or other disposition effect a Transfer of, any or all of his or her the Company Stockholder’s Subject Shares, Subject Options, Subject Restricted Shares or any other securities of the Company or any interest therein to any person, other than pursuant to the Merger Agreement or the Offer or in connection with the exercise of any Subject Options or vesting of Subject Restricted Shares (it being understood and agreed that any shares of Company Common Stock issued upon the exercise of any Subject Options or Subject Restricted Shares that cease to be subject to any forfeiture or vesting conditions, in each case shall be subject to the restrictions set forth in this Section 4.1); (ii) grant any proxiesproxies or powers of attorney, deposit or any shares of capital stock other authorization or consent with respect to any or all of the Company Stockholder’s Subject Shares that could reasonably be expected to impede, interfere with or prevent the transactions contemplated by the Merger Agreement; (iii) deposit any of the Company Stockholder’s Subject Shares, Subject Options or Subject Restricted Shares into a voting trust or enter into a voting agreement with respect to any of such Shares Subject Shares, Subject Options or Subject Restricted Shares, other than pursuant to this Agreement or (iiiiv) take any action that would make any representation or warranty of the Company Stockholder contained herein in this Agreement to be untrue or incorrect in any material respect or that would reasonably be expected to have a material adverse effect on the effect of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted to (i) transfer any ability of the Owned Shares Company Stockholder to perform the Company Stockholder’s obligations hereunder; in each case other than (a) any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held Transfer by the Company Stockholder to one or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided furthermore of its affiliates; provided, however, that no such transfer shall relieve prior to and as a condition to the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose effectiveness of any Owned Shares such Transfer, each proposed transferee agrees to be bound in payment of the exercise price writing by this Agreement, or any withholding taxes (b) as Parent and Acquisition Sub may otherwise agree in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Giftwriting."

Restriction on Transfer, Proxies and Non-Interference. Except The Shareholder hereby agrees, while this Agreement is in effect, and except as contemplated hereby, the Stockholder shall not to (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into execute any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition ofof (collectively, a "Transfer"), any of his the Securities or her Sharesany interest therein, (ii) grant any proxies, proxies with respect to any Securities or deposit any shares of capital stock of the Company Securities into a voting trust or enter into a voting agreement with respect to any such Shares Securities, or (iii) take any action that would make any representation or warranty of the Stockholder Shareholder contained herein untrue or incorrect incorrect; provided that notwithstanding anything in this Agreement or have the effect of preventing or disabling Acquisition Agreement to the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding contrary, Parent and the foregoing, Company hereby agree that the Stockholder shall be permitted Shareholder may transfer its Securities to (i) transfer any a wholly-owned subsidiary of the Owned Shares to any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so Shareholder as long as (x) such Permitted Transferee agrees in writing, in form and substance satisfactory subsidiary consents to the Purchasertransfer, (y) such subsidiary before or concurrently with such transfer becomes a party to be this Agreement (or a substantially similar agreement) and becomes bound by the terms hereof (or thereof) to the same extent as the Stockholder is bound Shareholder hereunder, and (z) the Shareholder remains a party hereto. By entering into this Agreement, Parent hereby gives written consent under the Acquisition Agreement (including Section 6.1(b) thereof) to any transfer of Securities made by Shareholder in accordance with this Agreement. Any action described in the foregoing clauses (i) through (iii) in violation of this Agreement shall be void ab initio. In connection with the transfer contemplated by this Section 3.01(b), the Company hereby agrees to use its reasonable best efforts to: (A) issue one or more replacement stock certificates in the name of the Shareholder's permitted transferees, in accordance with the reasonable instructions of the Shareholder, prior to the Effective Date (provided further, however, that no such transfer shall relieve occurs, and the Stockholder Company is so instructed, in a reasonable amount of his or her obligations hereunder if such Permitted Transferee does not perform such obligationstime before the Effective Date), (iiB) dispose of any Owned Shares reflect such transfer in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock records of the Company in accordance with ordinary practice, (C) provide any consent required under existing agreements between the Company and the Shareholder, (D) make any governmental filings required by such transfer, and (iiiE) transfer by gift any other similar action to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Giftfacilitate or reflect such transfer."

Restriction on Transfer, Proxies and Non-Interference. Except as otherwise contemplated herebyby the Merger Agreement or this Agreement or as required by court order, from and after the date of this Agreement and ending on the Termination Date, the Stockholder Shareholder shall not not, directly or indirectly, without the consent of Parent and Purchaser in respect of any Acquisition Proposal or otherwise: (iA) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition ofdisposition, (including, without limitation, any Constructive Disposition, as defined below) of his (each, a “Transfer”), any or her all of the Shares, or any interest therein, except for the exercise of any stock options, (iiB) grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Shares into a voting trust or enter into a voting agreement with respect to any such Shares or (iiiC) take enter into any action that would make any representation agreement or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted to (i) transfer arrangement providing for any of the Owned actions described in clause (A) or (B) above; provided, however, the Shareholder may, without the consent of Parent and Purchaser, Transfer his Shares to members of his family and/or Affiliates; provided further, however, that any member of the immediate family of the Stockholder or such transferee shall have delivered to Parent and Purchaser, not later than concurrently with any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (eachTransfer, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writingwritten instrument, in form and substance reasonably satisfactory to the Parent and Purchaser, to the effect that such transferee agrees to be bound by the terms hereof of this Agreement, whereupon such transferee shall be deemed to be a “Shareholder” for all purposes of this Agreement. As used herein, the same extent as term “Constructive Disposition” means, with respect to any Shareholder’s Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the Stockholder effect of materially changing the economic benefits and risks of ownership. Any attempted transfer of the Shareholder’s Shares or any interest therein in violation of this Section 3(a)(v) shall be null and void. In furtherance of this Agreement, such Shareholder shall and hereby does authorize the Company and counsel to Parent and Purchaser to notify the Company’s transfer agent that there is bound a stop transfer restriction with respect to all of the Shareholder’s Shares (and provided furtherthat this Agreement places limits on the voting and transfer of the Shareholder’s Shares); provided, however, that no any such stop transfer restriction shall relieve terminate upon the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date termination of this Voting Agreement to acquire shares in accordance with its terms and, upon such event, Parent shall notify the Company’s transfer agent of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Giftsuch termination."

Restriction on Transfer, Proxies and Non-Interference. Except Each Stockholder hereby agrees, prior to the Expiration Time, not to (a) other than as contemplated herebymay be specifically required by an Order or Applicable Law, the Stockholder shall not (i) sell, transfer, pledge, encumberencumber (except as set forth on Attachment A or due to this Agreement), assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding Contract with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of his its Voting Shares (any such action, a “Transfer”), provided that nothing in this Agreement shall prohibit the exercise by Stockholder of any options to purchase Voting Shares or her Sharesprohibit Stockholder from making Transfers of Voting Shares by will or by operation of law or other transfers for estate planning purposes, in which case this Agreement shall bind the transferee, or as Parent may otherwise agree in writing in its sole discretion, (iib) grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Voting Shares into a voting trust or enter into a voting agreement with respect to any such Shares or Voting Shares, (iiic) take any action that would make cause any representation or warranty of the such Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her its obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted or (d) commit or agree to (i) transfer take any of the Owned Shares to any member foregoing actions. Any action taken in violation of the immediate family foregoing sentence shall be null and void ab initio and each Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer by a Stockholder of any of such Stockholder’s Voting Shares shall occur (including, but not limited to, a sale by a 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 Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or initial transferee) shall take and hold such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory Voting Shares subject to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment all of the exercise price or any withholding taxes restrictions, liabilities and rights under this Agreement, which shall continue in connection with any exercise by the Stockholder of stock options outstanding on the date full force and effect until valid termination of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftAgreement."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyby this Agreement or the Merger Agreement, during the Voting Period, each Company Stockholder shall not (i) directly or indirectly, offer for sale, sell, transfer, tender, pledge, hedge, encumber, assign assign, or otherwise dispose ofof (each, a “Transfer”), or enter into any contract, option option, or other arrangement or understanding (including any profit sharing arrangement) with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition Transfer of, any or all of his or her such Company Stockholder’s Subject Shares, Subject Options, Company Restricted Shares (“Subject Units”) or any other securities of the Company or any interest therein to any person, other than pursuant to the Merger Agreement or in connection with the exercise of any Subject Options or vesting of Subject Units (it being understood and agreed that any shares of Company Common Stock issued upon the exercise of Subject Options or the vesting of Subject Units shall be subject to the restrictions set forth in this Section 3.1); (ii) grant any proxiesproxies or powers of attorney, or any other authorization or consent with respect to any or all of such Company Stockholder’s Subject Shares; (iii) deposit any shares of capital stock of the such Company Stockholder’s Subject Shares, Subject Options or Subject Units into a voting trust or enter into a voting agreement with respect to any of such Shares Company Stockholder’s Subject Shares, Subject Options or Subject Units or (iiiiv) take any action that would make any representation or warranty of the such Company Stockholder contained herein in this Agreement untrue or incorrect in any material respect or that would reasonably be expected to have the effect of preventing or disabling the or delaying such Company Stockholder from performing his or her such Company Stockholder’s obligations under this Voting Agreement on a timely basis. Notwithstanding the foregoing, in no event shall the foregoing restrictions apply to (a) Transfers by will or by operation of law, in which case this Agreement shall bind the transferee, (b) Transfers solely in connection with bona fide estate and tax planning purposes to Stockholder’s immediate family or to any trust established for the benefit of the Stockholder and/or for the benefit of one or more members of the Stockholder’s immediate family or charitable organizations, subject to the transferee agreeing in writing (in form and substance reasonably acceptable to Parent) to be bound by the terms of this Agreement, in which case this Agreement shall bind the transferee, and provided that notwithstanding such Transfers, in the case of the foregoing clause (b), the transferring Stockholder shall continue to be liable for any breach by the transferee of this Agreement with respect to such securities, or (c) the Transfer of Subject Shares by or on behalf of the Company Stockholder to satisfy the strike price or similar payments required to exercise any of the Company Stockholder’s Company Stock Options and to pay any Taxes associated therewith. Notwithstanding the foregoing, the Stockholder Company Stockholders shall not Transfer Subject Units to the extent such Transfer would reasonably be permitted expected to (i) transfer any result in Xxxxxxx X. Xxxxxx receiving insufficient proceeds in the Merger in respect of his Subject Units to satisfy his investment obligations pursuant to his employment agreement entered into as of the Owned Shares to any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Gifthereof."

Restriction on Transfer, Proxies and Non-Interference. Except Prior to the occurrence of a Termination Event, except as contemplated herebyrequired by this Agreement, the Stockholder shall not directly or indirectly without the prior written consent of Parent and Merger Sub: (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of his the Shares, or her Sharesany interest therein, (ii) grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Shares into a voting trust or enter into a voting agreement agreement, understanding or arrangement with respect to any such Shares of the Shares, or (iii) take any action that would could reasonably be expected to (x) make any representation or warranty of the Stockholder contained herein in this Agreement untrue or incorrect incorrect; (y) result in a breach by Stockholder of its obligations under this Agreement or a breach by the Company of its obligations under the Merger Agreement; or (z) have the effect of preventing or disabling the Stockholder from performing his or her the Stockholder's obligations under this Voting Agreement. Notwithstanding the foregoingforegoing or anything else in this Agreement or the Merger Agreement to the contrary, the Stockholder, the Company and their Representatives shall be permitted (i) from and after the date hereof, to take customary actions in preparation for a registered or unregistered secondary offering (a "Hoechst Offering") of up to 4,967,050 of the Shares (including, without limitation, conducting discussions and negotiations with prospective placement agents and due diligence activities involving the Company, and drafting any related registration statement or offering circular); (ii) after September 30, 1999, to file with the Securities and Exchange Commission any registration statement for a Hoechst Offering, distribute any related prospectus or other offering circular for a Hoechst Offering and any amendments or supplements thereto to prospective investors, and commence marketing efforts with respect to a Hoechst Offering; and (iii) after October 31, 1999, to consummate any Hoechst Offering with respect to a maximum of 4,967,050 Shares; provided, that sales of such Shares shall be made to no more than ten (10) Persons and the Stockholder shall be permitted cause each Person who or which acquires Shares in any Hoechst Offering to (i) transfer any of the Owned Shares to any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees agree in writing, in form and substance reasonably satisfactory to the PurchaserParent, to be bound by the terms hereof have with respect to such Shares the same extent rights and obligations hereunder as the Stockholder is bound and provided further, however, (except that no such Person shall have the right to withdraw Shares from the Offer or transfer shall relieve such Shares other than pursuant to the Stockholder of his or her obligations hereunder if Offer). Any breach by any such Permitted Transferee does not perform such obligations, (ii) dispose Person of any Owned Shares in payment such obligations shall be deemed a breach of the exercise price or any withholding taxes in connection with any exercise this Agreement by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftStockholder."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyEach Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the Stockholder shall valid termination of this Agreement in accordance with Section 6.1 herein, not to (ia) sell, transfer, pledge, encumber, assign assign, exchange or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of his or her Sharesthe Owned Shares (any such action, a “Transfer”), (iib) grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Owned Shares into a voting trust or enter into a voting agreement with respect to any such Shares or Owned Shares, (iiic) take any action that would make cause any representation or warranty of the such Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her its obligations under this Voting Agreement, (d) convert or exchange any shares of Company Series B Preferred Stock or (e) commit or agree to take any of the foregoing actions. Notwithstanding Any action taken in violation of the foregoing, the Stockholder foregoing sentence shall be permitted to (i) transfer null and void and each Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of the Owned Shares shall occur (including, but not limited to, a sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any member creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the immediate family initial transferee) shall take and hold such Owned Shares subject to all of the Stockholder or any trustrestrictions, limited partnership or other entity the beneficial ownership of liabilities and rights under this Agreement, which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees shall continue in writing, in form full force and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date effect until valid termination of this Voting Agreement pursuant to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftSection 6.1 hereof."

Restriction on Transfer, Proxies and Non-Interference. Except as otherwise contemplated herebyby the Merger Agreement or this Agreement or as required by court order, from and after the date of this Agreement and ending on the Termination Date, the Stockholder Shareholder shall not not, directly or indirectly, without the consent of Parent and Purchaser in respect of any Acquisition Proposal or otherwise: (iA) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition ofdisposition, (including, without limitation, any Constructive Disposition, as defined below) of his (each, a "Transfer"), any or her all of the Shares, or any interest therein, except for the exercise of any stock options, (iiB) grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Shares into a voting trust or enter into a voting agreement with respect to any such Shares or (iiiC) take enter into any action that would make any representation agreement or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted to (i) transfer arrangement providing for any of the Owned actions described in clause (A) or (B) above; provided, however, the Shareholder may, without the consent of Parent and Purchaser, Transfer his Shares to members of his family and/or Affiliates; provided further, however, that any member of the immediate family of the Stockholder or such transferee shall have delivered to Parent and Purchaser, not later than concurrently with any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (eachTransfer, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writingwritten instrument, in form and substance reasonably satisfactory to the Parent and Purchaser, to the effect that such transferee agrees to be bound by the terms hereof of this Agreement, whereupon such transferee shall be deemed to be a "Shareholder" for all purposes of this Agreement. As used herein, the same extent as term "Constructive Disposition" means, with respect to any Shareholder's Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the Stockholder effect of materially changing the economic benefits and risks of ownership. Any attempted transfer of the Shareholder's Shares or any interest therein in violation of this Section 3(a)(v) shall be null and void. In furtherance of this Agreement, such Shareholder shall and hereby does authorize the Company and counsel to Parent and Purchaser to notify the Company's transfer agent that there is bound a stop transfer restriction with respect to all of the Shareholder's Shares (and provided furtherthat this Agreement places limits on the voting and transfer of the Shareholder's Shares); provided, however, that no any such stop transfer restriction shall relieve terminate upon the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date termination of this Voting Agreement to acquire shares in accordance with its terms and, upon such event, Parent shall notify the Company's transfer agent of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Giftsuch termination."

Restriction on Transfer, Proxies and Non-Interference. Except as otherwise contemplated herebyby the Merger Agreement or this Agreement, from and after the date of this Agreement until the Termination Date, Stockholder shall not will not, directly or indirectly, without the prior written consent of Buyer in respect of any Alternative Proposal or otherwise: (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise in any way dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or any other disposition of, any or all of his the Subject Shares (collectively, “Transfer”), or her Sharesany interest therein, (ii) grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Subject Shares into a voting trust or enter into a voting agreement with respect to any such Shares of the Subject Shares, (iii) enter into any agreement or arrangement providing for any of the actions described in clause (i) or (iiiii) above, (iv) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or reasonably be expected to have the effect of preventing or disabling the Stockholder from performing his or her Stockholder’s obligations under this Voting AgreementAgreement or (v) request that Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Subject Shares, except as otherwise contemplated hereby. Notwithstanding the foregoingprovisions of this Section 3(f), if the Acceptance Date has not occurred on or before February 28, 2003, Stockholder shall be permitted may Transfer up to fifteen percent (i15%) transfer any of the Owned Subject Shares then owned by Stockholder (the “Transfer Shares”); provided that during any consecutive ninety (90)-day period following February 28, 2003, Stockholder may not Transfer in a transaction not intended to any member qualify under the requirements of Rule 144 of the immediate family Securities Act of the Stockholder or any trust1933, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members as amended (each“Rule 144”), a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory to number of Transfer Shares that exceeds the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder aggregate number of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Transfer Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to minus the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Transfer Shares that May may be Transferred by Giftsold under Rule 144 during such ninety (90)-day period."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyEach Stockholder hereby agrees, from the Stockholder shall not date hereof until the earlier of (i) the termination of this Agreement in accordance with Section 5.1 and (ii) the time that the Company Stockholder Approval has been obtained, not to, directly or indirectly, (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of his or her Sharesthe Owned Shares of such Stockholder (any such action, a “Transfer”), (iib) grant any proxiesproxies or powers of attorney with respect to the Owned Shares of such Stockholder, deposit any shares of capital stock of the Company such Owned Shares into a voting trust or enter into a voting agreement with respect to any such Shares Owned Shares, in each case with respect to any vote on the approval and adoption of the Merger Agreement or any other matters set forth in Section 1.1 of this Agreement, (c) subject to Section 4.3, make any public statements that are inconsistent with its support of the Merger Agreement and the transactions contemplated thereby or publicly propose to do any of the foregoing (provided that the foregoing shall in no event require such Stockholder to make any public statements regarding the Merger Agreement and the transactions contemplated thereby), or (iiid) commit or agree to take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have foregoing actions during the effect term of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted to (i) transfer If any involuntary Transfer of any of the Owned Shares shall occur (including, but not limited to, a sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any member creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the immediate family initial transferee) shall, to the extent permitted by applicable Law, take and hold such Owned Shares subject to all of the Stockholder or any trustrestrictions, limited partnership or other entity liabilities and rights under this Agreement, which shall continue in full force and effect until the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date valid termination of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftAgreement."

Restriction on Transfer, Proxies and Non-Interference. (a) Except as contemplated herebyby this Agreement or the Merger Agreement, during the Voting Period, each Company Stockholder shall not (i) directly or indirectly, offer for sale, sell, transfer, tender, pledge, hedge, encumber, assign assign, or otherwise dispose ofof (each, a “Transfer”), or enter into any contract, option option, or other arrangement or understanding (including any profit sharing arrangement) with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition Transfer of, any or all of his or her such Company Stockholder’s Subject Shares, Subject Options, Company Restricted Shares (“Subject Units”) or any other securities of the Company or any interest therein to any person, other than pursuant to the Merger Agreement or in connection with the exercise of any Subject Options or vesting of Subject Units (it being understood and agreed that any shares of Company Common Stock issued upon the exercise of Subject Options or the vesting of Subject Units shall be subject to the restrictions set forth in this Section 3.1); (ii) grant any proxiesproxies or powers of attorney, or any other authorization or consent with respect to any or all of such Company Stockholder’s Subject Shares; (iii) deposit any shares of capital stock of the such Company Stockholder’s Subject Shares, Subject Options or Subject Units into a voting trust or enter into a voting agreement with respect to any of such Shares Company Stockholder’s Subject Shares, Subject Options or Subject Units or (iiiiv) take any action that would make any representation or warranty of the such Company Stockholder contained herein in this Agreement untrue or incorrect in any material respect or that would reasonably be expected to have the effect of preventing or disabling the or delaying such Company Stockholder from performing his or her such Company Stockholder’s obligations under this Voting AgreementAgreement on a timely basis. Notwithstanding the foregoing, in no event shall the Stockholder foregoing restrictions prohibit (x) Transfers by will or by operation of law, in which case this Agreement shall be permitted bind the transferee, (y) Transfers solely in connection with bona fide estate and tax planning purposes to (i) transfer any of the Owned Shares Stockholder’s immediate family or to any member of trust established for the immediate family benefit of the Stockholder and/or for the benefit of one or any trustmore members of the Stockholder’s immediate family or charitable organizations, limited partnership or other entity subject to the beneficial ownership of which is held by the Stockholder or such family members transferee agreeing in writing (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory reasonably acceptable to the Purchaser, Parent) to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement, in which case this Agreement to acquire shares shall bind the transferee, or (z) the Transfer of capital stock Subject Shares by or on behalf of the Company Stockholder to satisfy the strike price or similar payments required to exercise any of the Company Stockholder's Company Stock Options and (iii) transfer by gift to pay any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftTaxes associated therewith."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyherein, the Stockholder shall hereby agrees, while this Agreement is in effect, not to (ia) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of his or her the Voting Shares, (iib) grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Voting Shares into a voting trust or enter into a voting agreement with respect to any such Shares or Voting Shares, (iiic) take any action that would make cause any representation or warranty of the Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted Agreement or (d) commit or agree to (i) transfer take any of the Owned Shares to any member actions prohibited by this sentence provided, that nothing this Agreement will limit or restrict Stockholder from acting in such Stockholder’s capacity as an officer or director of the immediate family Company (it being understood that this Agreement shall apply to Stockholder solely in his capacity as a stockholder of the Company). Any transfer of Voting Shares not permitted hereby shall be null and void. Stockholder or agrees that any trustsuch prohibited transfer may and should be enjoined. If any involuntary transfer of any of the Voting Shares shall occur (including, but not limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (eachto, a "Permitted Transferee"sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), so long 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 Permitted Transferee agrees Voting Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in writing, in form full force and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided furthereffect; provided, however, that no the restriction in this paragraph shall not apply to any sale, transfer, pledge, encumbrance, assignment or other disposition if, after such transfer shall relieve action, the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned remaining Voting Shares in payment constitute 50.5% of the exercise price or any withholding taxes in connection with any exercise by the Stockholder voting power of stock options all outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftCompany."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebySuch Shareholder shall not, directly or indirectly, during the Stockholder shall not period commencing on the date hereof and continuing until this provision terminates pursuant to Section 5 hereof: (i) except (A) as contemplated by the Stock Purchase Agreement or any related agreement contemplated by the Transaction or (B) as a result of the operation of law, including bankruptcy or foreclosure, or (C) for estate planning purposes, offer for sale, sell, transfer, tender, pledge, encumber, assign (other than any pledge or encumbrance in effect on the date hereof, and as such pledge or encumbrance may be modified, replaced or foreclosed upon after the date hereof, and which aggregate number of such Shares subject to such pledge or encumbrance are set forth on Schedule I hereto) or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment (other than any pledge or encumbrance in effect on the date hereof, and as such pledge or encumbrance may be modified, replaced or foreclosed upon after the date hereof, and which aggregate number of such Shares subject to such pledge or encumbrance are set forth on Schedule I hereto) or other disposition of, any or all of his their Shares (provided, however, that in the cases of subclauses (i)(B) (other than in the case of bankruptcy or her Sharesforeclosure) or (C), any such permitted transferee shall execute and deliver a joinder agreement, in a form and substance reasonably satisfactory to Saratoga, pursuant to which such permitted transferee agrees to be bound by the terms of this Agreement in connection with the Shares or other interest transferred); (ii) except as contemplated by this Agreement, grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Shares Beneficially Owned by such Shareholder into a voting trust or enter into a voting agreement with respect to any such Shares Shares; or (iii) take any action that would make any representation of its representations or warranty of the Stockholder warranties contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder such Shareholder from performing his his, her or her its obligations under this Voting Agreement. Notwithstanding , in each case, except for the foregoing, transactions contemplated by the Stockholder shall be permitted to (i) transfer any of the Owned Shares to any member of the immediate family of the Stockholder Stock Purchase Agreement or any trust, limited partnership or other entity the beneficial ownership of which is held related agreement contemplated by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided furtherTransaction; provided, however, that that, notwithstanding the foregoing provisions of this paragraph 2(d), no existing pledge or encumbrance, as listed on Schedule I hereto, as such transfer shall relieve the Stockholder of his pledge or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price encumbrance may be modified or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on replaced after the date hereof, may eliminate the relevant Shareholder’s ability to vote such Shares pursuant to the terms of this Voting Agreement or interfere with such Shareholder’s ability to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Giftvote such Shares."

Restriction on Transfer, Proxies and Non-Interference. Except Each Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the Effective Time, and otherwise as is contemplated herebyby the Merger Agreement or the Offer, the not to (a) other than as may be specifically required by a court order, which such Stockholder shall not use its reasonable best efforts to avoid (iincluding by offering substitute consideration or property) and provided further that such Stockholder shall use reasonable best efforts to cause any such Voting Shares to be transferred subject to this Agreement, sell, transfer, pledge, encumberencumber (except as set forth on Attachment A or due to this Agreement), assign or otherwise dispose ofof (including, without limitation, by gift, merger, consolidation or reorganization), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of his or her the Voting Shares (any such action, a “Transfer”), provided that nothing in this Agreement shall prohibit the exercise by such Stockholder of any options to purchase Voting Shares, (iib) grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Voting Shares into a voting trust or enter into a voting agreement with respect to any such Shares or Voting Shares, (iiic) take any action that would make cause any representation or warranty of the such Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her its obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted or (d) commit or agree to (i) transfer take any of the Owned Shares to any member foregoing actions. Any action taken in violation of the immediate family foregoing sentence shall be null and void ab initio and each Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of the Stockholder Voting Shares shall occur (including, but not limited to, a sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale or any trustsale or transfer by operation of law, limited partnership including, without limitation, by will or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"intestacy), so long the transferee (which term, as such Permitted Transferee agrees in writingused herein, in form shall include any and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound all transferees and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment subsequent transferees of the exercise price or any withholding taxes initial transferee) shall take and hold such Voting Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in connection with any exercise by the Stockholder of stock options outstanding on the date full force and effect until valid termination of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftAgreement."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated hereby, the Stockholder shall not (i) sellThe Shareholder hereby agrees, transferduring the Parent Voting Period, pledgenot to, encumberdirectly or indirectly, assign (a) Transfer, cause or otherwise dispose permit any Transfer of, or enter into make any contractoffer regarding any Transfer of, option any of the Parent Owned Shares of the Shareholder or any other arrangement securities of Parent, in each case, other than (1) any such transaction as to which the Company or understanding any of its Affiliates are the sole counterparty, (2) any Permitted Liens or (3) any Transfer to (A) any Affiliate of the Shareholder or (B) any Person who has, prior to the Transfer, filed a Schedule 13D or Schedule 13G with respect to the saleParent Registered Shares indicating that such Person is the beneficial owner of 5% or greater of the outstanding Parent Registered Shares (each, transfer, pledge, encumbrance, assignment a "Permitted Person") who (x) is a party to an agreement with the Company with substantially identical terms to this Agreement or other disposition of, (y) executes a joinder to this Agreement in form and substance reasonably acceptable to the Company pursuant to which such Permitted Person agrees to be bound by the terms hereof applicable to the Shareholder as to any of his or her such Parent Owned Shares, (iib) other than a proxy granted or voting instructions issued to Parent in connection with the Parent Shareholder Meeting, grant any proxiesproxies or powers of attorney with respect to the Parent Owned Shares of the Shareholder, deposit any shares of capital stock of the Company such Parent Owned Shares into a voting trust or enter into a voting agreement or understanding with any Person to vote or give instructions with respect to any such Parent Owned Shares in any manner inconsistent with the terms of this Agreement, in each case with respect to any vote on the matters set forth in Section 1.1 of this Agreement, or (iiic) commit or agree to take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted to (i) transfer any of the Owned Shares foregoing actions; provided, however, that nothing in this Section 4.1(i) shall prohibit the Shareholder from Transferring, directly or indirectly, or taking any other action with regard to any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members Parent Bonds (each, a "Permitted Transferee")or, so long as such Permitted Transferee agrees Parent Bonds have not been exchanged for Parent Owned Shares, any Parent Owned Shares issuable upon exchange of any such Parent Bonds) beneficially owned by the Shareholder. If any involuntary Transfer of any of the Parent Owned Shares shall occur (including a sale by a Shareholder's trustee in writingany bankruptcy, liquidator in form any liquidation or winding-up or provisional liquidator in any restructuring by way of provisional liquidation, or a sale to a purchaser at any creditor's or court sale), the transferee (which term, as used herein, shall include any and substance satisfactory all transferees and subsequent transferees of the initial transferee) shall, to the Purchaserextent permitted by Applicable Law, to be bound by the terms hereof to the same extent as the Stockholder is bound take and provided further, however, that no hold such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Parent Owned Shares in payment subject to all of the exercise price or any withholding taxes restrictions, liabilities, obligations and rights under this Agreement, which shall continue in connection with any exercise by full force and effect until the Stockholder of stock options outstanding on the date valid termination of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftAgreement."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyFrom the date hereof until the Termination Date, the Company Stockholder shall not (i) directly or indirectly, offer for sale, sell, transfer, tender, pledge, encumber, assign assign, or otherwise dispose ofof (each, a “Transfer”), or enter into any contract, option or other arrangement or understanding with respect agree to the sale, transfer, pledge, encumbrance, assignment or other disposition effect a Transfer of, any or all of his the Company Stockholder’s Subject Shares or her Sharesany other securities of the Company or any interest therein to any person, except that the following Transfers shall be permitted: (A) Transfers by will or operation of law, in which case this Agreement shall bind the transferee, (B) Transfers pursuant to any pledge agreement, subject to the pledgee agreeing in writing to be bound by the terms of this Agreement, and (C) Transfers in connection with estate and tax planning purposes, including Transfers to relatives, trusts and charitable organizations, subject to the transferee agreeing in writing to be bound by the terms of this Agreement; (ii) grant any proxies, deposit proxies or powers of attorney with respect to any shares of capital stock or all of the Company Stockholder’s Subject Shares; (iii) deposit any of the Company Stockholder’s Subject Shares into a voting trust or enter into a voting agreement with respect to any of such Shares Subject Shares, other than pursuant to this Agreement; or (iiiiv) take any action that would make any representation or warranty of the Company Stockholder contained herein in this Agreement to be untrue or incorrect in any material respect or have that would reasonably be expected to prevent, materially delay or materially impair the effect ability of preventing or disabling the Company Stockholder from performing his or her to perform the Company Stockholder’s obligations under this Voting Agreementhereunder. Notwithstanding Any action taken in violation of the foregoing, the Stockholder foregoing sentence shall be permitted to (i) transfer null and void ab initio and the Company Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of the Owned Subject Shares shall occur (including, but not limited to, a sale by the Company Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any member creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the immediate family initial transferee) shall take and hold such Subject Shares subject to all of the Stockholder or any trustrestrictions, limited partnership or other entity the beneficial ownership of liabilities and rights under this Agreement, which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees shall continue in writing, in form full force and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date effect until valid termination of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftAgreement."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyPrior to the Termination Date, the no Stockholder shall not shall, directly or indirectly: (i) except to the Parent pursuant to this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, any or all of the Shares owned by it, and no Stockholder shall, directly or indirectly, enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of his the Shares owned by it or her Sharesany interest therein, (ii) except as contemplated hereby, grant any proxiesproxies or powers of attorney with respect to the Shares, deposit any shares of capital stock of the Company Shares into a voting trust or enter into a any voting agreement with respect to any such Shares Shares, or (iii) take any action that would make any representation or warranty of the such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the any Stockholder from performing his or her its obligations under this Voting Agreement. Notwithstanding the foregoing, a Stockholder may transfer Shares to such Stockholder's spouse or lineal descendant (natural or adopted) or to an executor, administrator or testamentary trustee (in their capacity as such) of such Stockholder or to a trust the beneficiaries of which include only such Stockholder and his or her spouse or lineal descendants; provided, however, it shall be permitted a condition precedent to (i) such transfer any of that the Owned Shares to any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, transferee agree in a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance writing reasonably satisfactory to the Purchaser, Parent and Newco to be bound by the terms hereof of this Agreement with respect to the same extent as the Stockholder is bound shares so transferred, and provided provided, further, however, that no such transfer shall relieve not release the transferring Stockholder of his or her from its obligations hereunder if such Permitted Transferee does not perform such obligationsunder this Agreement with respect to the Shares so transferred, (ii) dispose of any Owned Shares in payment and the Parent and Newco shall be entitled to continue to treat the transferring Stockholder as the owner of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date Shares transferred for all purposes of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftAgreement."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyby this Agreement or the Merger Agreement, during the period beginning from the execution and delivery by the parties of this Agreement through the Termination Date, each Company Stockholder shall not (i) directly or indirectly, offer for sale, sell, transfer, tender, pledge, encumber, assign assign, or otherwise dispose of (each, a “Transfer”), or agree to effect a Transfer of, any or enter into all of such Company Stockholder’s Subject Shares, Subject Options, Subject Restricted Shares or any contractother securities of the Company or any interest therein to any person, option other than (x) Transfers to limited partners, members or other arrangement equityholders of Company Stockholder to the extent required in connection with any withdrawal or understanding redemption of such limited partner, member or equityholder pursuant to the terms of the partnership agreement, limited liability company operating agreement or other organizational documents of the Company Stockholder in effect as of the date hereof subject to the Company Stockholder and its affiliates not directing, encouraging or soliciting any such limited partner, member or other equityholder to so withdraw or redeem and in the event any request for withdrawal or redemption is received, using reasonable best effort to have such limited partner, member or other equityholder agree to waive any appraisal rights with respect to the saleSubject Shares it may acquire or (y) pursuant to the Merger Agreement or the Offer or in connection with the exercise of any Subject Options or vesting of Subject Restricted Shares (it being understood and agreed that any shares of Company Common Stock issued upon the exercise of any Subject Options or Subject Restricted Shares that cease to be subject to any forfeiture or vesting conditions, transfer, pledge, encumbrance, assignment or other disposition of, any of his or her Shares, in each case shall be subject to the restrictions set forth in this Section 4.1); (ii) grant any proxiesproxies or powers of attorney, or any other authorization or consent with respect to any or all of such Company Stockholder’s Subject Shares that could reasonably be expected to impede, interfere with or prevent the transactions contemplated by the Merger Agreement; (iii) deposit any shares of capital stock of the such Company Stockholder’s Subject Shares, Subject Options or Subject Restricted Shares into a voting trust or enter into a voting agreement with respect to any of such Shares Subject Shares, Subject Options or Subject Restricted Shares, other than pursuant to this Agreement or (iiiiv) take any action that would make any representation or warranty of the such Company Stockholder contained herein in this Agreement to be untrue or incorrect in any material respect or that would reasonably be expected to have a material adverse effect on the effect ability of preventing such Company Stockholder to perform such Company Stockholder’s obligations hereunder; in each case other than (a) any Transfer by a Company Stockholder to one or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted to (i) transfer any more of the Owned Shares to any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided furtherits affiliates; provided, however, that no such transfer shall relieve prior to and as a condition to the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose effectiveness of any Owned Shares such Transfer, each proposed transferee agrees to be bound in payment of the exercise price writing by this Agreement, or any withholding taxes (b) as Parent and Acquisition Sub may otherwise agree in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Giftwriting."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyFrom the date hereof until the Termination Date, the Company Stockholder shall not (i) directly or indirectly, offer for sale, sell, transfer, tender, pledge, encumber, assign assign, or otherwise dispose of (each, a “Transfer”), or agree to effect a Transfer of, any or all of the Company Stockholder’s Subject Shares, Subject Restricted Shares or any other securities of the Company or any interest therein to any person, other than pursuant to the Merger Agreement or the Offer or in connection with the vesting of Subject Restricted Shares (it being understood and agreed that any Subject Restricted Shares that cease to be subject to any forfeiture or vesting conditions shall be subject to the restrictions set forth in this Section 4.1) or enter into any contract, option or other arrangement or understanding Contract with respect to the sale, transfer, pledge, encumbrance, assignment any Transfer of such Company Stockholder’s Subject Shares or other disposition of, any of his legal or her Shares, beneficial interest therein; (ii) grant any proxiesproxies or powers of attorney, deposit or any shares of capital stock other authorization or consent with respect to any or all of the Company Stockholder’s Subject Shares that could reasonably be expected to impede, interfere with or prevent the transactions contemplated by the Merger Agreement; (iii) deposit any of the Company Stockholder’s Subject Shares or Subject Restricted Shares into a voting trust or enter into a voting agreement with respect to any of such Subject Shares or Subject Restricted Shares, other than pursuant to this Agreement; or (iiiiv) take any action that would make any representation or warranty of the Company Stockholder contained herein in this Agreement to be untrue or incorrect in any material respect or that would reasonably be expected to prevent, materially delay or materially impair the ability of the Company Stockholder to perform the Company Stockholder’s obligations hereunder or that would, or would reasonably be expected to, have the effect of preventing preventing, materially delaying or disabling materially impairing, the Stockholder from performing his consummation of the Offer, the Merger or her the other transactions contemplated by the Merger Agreement or the performance by the Company of its obligations under this Voting the Merger Agreement. Notwithstanding Any action taken in violation of the foregoing, the Stockholder foregoing sentence shall be permitted to (i) transfer null and void ab initio and the Company Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of the Owned Subject Shares shall occur (including, but not limited to, a sale by the Company Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any member creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the immediate family initial transferee) shall take and hold such Subject Shares subject to all of the Stockholder or any trustrestrictions, limited partnership or other entity the beneficial ownership of liabilities and rights under this Agreement, which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees shall continue in writing, in form full force and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date effect until valid termination of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftAgreement."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated hereby, The Stockholder hereby agrees from and after the Stockholder shall date hereof until the applicable date set forth below not to (ia) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding other than this Agreement with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any or limitation on the voting rights of, those 1,385,529 shares of his or her Common Stock that the Stockholder acquired from Brookdale Global Opportunity Fund, a Cayman company, and Brookdale International Partners, L.P., a New York limited partnership and (collectively, the “Wxxxx Acquired Shares”), (iib) grant any proxiesproxies or powers of attorney with respect to any Wxxxx Acquired Shares (other than as set forth in this Agreement), deposit any shares of capital stock of the Company Wxxxx Acquired Shares into a voting trust or enter into a voting agreement with respect to any such Wxxxx Acquired Shares (or attempt or purport to revoke or supersede the proxy granted to the Company hereunder), (iiic) take any action that would make reasonably could cause any representation or warranty of the Stockholder contained herein to become materially untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his its covenants or her other obligations under this Voting Agreement or (d) commit or agree to take any of the foregoing actions. Any transfer of any Wxxxx Acquired Shares in violation of this provision shall be null and void. If any involuntary transfer of any Wxxxx Acquired Shares shall occur (including a sale by 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 Wxxxx Acquired Shares subject to all of the restrictions, liabilities and rights under this Agreement. Notwithstanding The restrictions under this Section 4.1 shall continue in full force and effect until a Change of Control; provided, however, that (i) the foregoingStockholder may, prior to the date of a Change of Control, sell, transfer, pledge, encumber, assign or otherwise dispose of the Wxxxx Acquired Shares in blocks of 5% or more of the then issued and outstanding shares of Common Stock of the Company to any party who agrees in writing with the Company to abide by and be bound by all of the of the terms, conditions, restrictions, rights and liabilities contained in this Agreement, and (ii) following the six month anniversary of this Agreement, the Stockholder shall be permitted to may also sell, transfer, pledge, encumber, assign or otherwise dispose of the Wxxxx Acquired Shares in blocks of less than 5% of the then issued and outstanding shares of Common Stock of the Company, (iA) transfer in privately negotiated transactions where any transferee or pledgee of such shares will not following such disposition beneficially own more than 5% of the then issued and outstanding shares of Common Stock of the Company, and (B) in transactions on a nationally recognized exchange or a nationally recognized over-the-counter market (including, without limitation, the OTC Bulleting Board electronic quotation medium regulated by the Financial Industry Regulatory Authority, Inc., the OTCQX maintained by OTC Markets Group Inc., the OTCQB maintained by OTC Markets Group Inc. and any of the Owned Shares to any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"their respective successors), so long as the Stockholder does not know that any acquirer of such Permitted Transferee agrees shares following such transaction will be the beneficial owner of more than 5% of the then issued and outstanding shares of Common Stock of the Company; provided further however that in writingno event shall the restrictions in this Section 4.1 continue beyond December 31, 2012. In order to be able to enforce this Section 4.1, the Stockholder hereby consents to the certification of the Wxxxx Acquired Shares and the placing of a legend/and or stop-transfer order on such shares with the transfer agent of the Common Stock. For purposes of this Section 4.1, in form and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to determining the number of Owned Shares indicated outstanding shares of Common Stock, the Stockholder may rely on Schedule A under the heading "Maximum Number number of Shares that May be Transferred outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by Giftthe Company or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding."

Restriction on Transfer, Proxies and Non-Interference. Except Each Stockholder hereby agrees, except as contemplated herebypermitted by Section 4.4, from the Stockholder shall not date hereof until the earlier of (i) the termination of this Agreement in accordance with Section 5.1 and (ii) the time that the Alleghany Requisite Stockholder Vote has been obtained, not to (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of his or her Sharesthe Owned Shares of such Stockholder (any such action, a “Transfer”), (iib) grant any proxiesproxies or powers of attorney with respect to the Owned Shares of such Stockholder, deposit any shares of capital stock of the Company such Owned Shares into a voting trust or enter into a voting agreement with respect to any such Shares Owned Shares, in each case with respect to any vote on the approval of the Stock Issuance or any other matters set forth in Section 1.1 of this Agreement (iiiother than a proxy to Transatlantic as set forth in Section 1.2), (c) take any action that would make cause any representation or warranty of the such Stockholder contained herein to become untrue or incorrect in any material respect or have the effect of preventing or disabling the such Stockholder from performing his or her its obligations under this Voting Agreement, or (d) commit or agree to take any of the foregoing actions during the term of this Agreement. Notwithstanding Each Stockholder agrees that any violation of the foregoing, the foregoing sentence by such Stockholder shall may and should be permitted to (i) transfer enjoined. If any involuntary Transfer of any of the Owned Shares shall occur (including, but not limited to, a sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any member creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the immediate family initial transferee) shall, to the extent permitted by applicable Law, take and hold such Owned Shares subject to all of the Stockholder or any trustrestrictions, limited partnership or other entity the beneficial ownership of liabilities and rights under this Agreement, which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees shall continue in writing, in form full force and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date effect until valid termination of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftAgreement."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebySuch Shareholder shall not, directly or indirectly, during the Stockholder shall not period commencing on the date hereof and continuing until this provision terminates pursuant to Section 5 hereof: (i) except (A) as contemplated by the Stock Purchase Agreement or any related agreement contemplated by the Transaction or (B) as a result of the operation of law, including bankruptcy or foreclosure, or (C) for estate planning purposes, offer for sale, sell, transfer, tender, pledge, encumber, assign (other than any pledge or encumbrance in effect on the date hereof, and as such pledge or encumbrance may be modified, replaced or foreclosed upon after the date hereof, and which aggregate number of such Shares subject to such pledge or encumbrance are set forth on Schedule I hereto) or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment (other than any pledge or encumbrance in effect on the date hereof, and as such pledge or encumbrance may be modified, replaced or foreclosed upon after the date hereof, and which aggregate number of such Shares subject to such pledge or encumbrance are set forth on Schedule I hereto) or other disposition of, any or all of his their Shares (provided, however, that in the cases of subclauses (i)(B) (other than in the case of bankruptcy or her Sharesforeclosure) or (C), any such permitted transferee shall execute and deliver a joinder agreement, in a form and substance reasonably satisfactory to Saratoga, pursuant to which such permitted transferee agrees to be bound by the terms of this Agreement in connection with the Shares or other interest transferred); (ii) except as contemplated by this Agreement, grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Shares Beneficially Owned by such Shareholder into a voting trust or enter into a voting agreement with respect to any such Shares Shares; or (iii) take any action that would make any representation of its representations or warranty of the Stockholder warranties contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder such Shareholder from performing his his, her or her its obligations under this Voting Agreement. Notwithstanding , in each case, except for the foregoing, transactions contemplated by the Stockholder shall be permitted to (i) transfer any of the Owned Shares to any member of the immediate family of the Stockholder Stock Purchase Agreement or any trust, limited partnership or other entity the beneficial ownership of which is held related agreement contemplated by the Stockholder or such family members (eachTransaction; provided, a "Permitted Transferee"however , that, notwithstanding the foregoing provisions of this paragraph 2(d), so long no existing pledge or encumbrance, as listed on Schedule I hereto, as such Permitted Transferee agrees in writingpledge or encumbrance may be modified or replaced after the date hereof, in form and substance satisfactory may eliminate the relevant Shareholder’s ability to vote such Shares pursuant to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement or interfere with such Shareholder’s ability to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Giftvote such Shares."

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated herebyherein, the Stockholder shall hereby agrees, while this Agreement is in effect, not to (ia) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of his or her the Voting Shares, (iib) grant any proxiesproxies or powers of attorney, deposit any shares of capital stock of the Company Voting Shares into a voting trust or enter into a voting agreement with respect to any such Shares or Voting Shares, (iiic) take any action that would make cause any representation or warranty of the Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted Agreement or (d) commit or agree to (i) transfer take any of the Owned Shares to any member actions prohibited by this sentence provided, that nothing this Agreement will limit or restrict Stockholder from acting in such Stockholder's capacity as an officer or director of the immediate family Company (it being understood that this Agreement shall apply to Stockholder solely in his capacity as a stockholder of the Company). Any transfer of Voting Shares not permitted hereby shall be null and void. Stockholder or agrees that any trustsuch prohibited transfer may and should be enjoined. If any involuntary transfer of any of the Voting Shares shall occur (including, but not limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (eachto, a "Permitted Transferee"sale by Stockholder's trustee in any bankruptcy, or a sale to a purchaser at any creditor's or court sale), so long 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 Permitted Transferee agrees Voting Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in writing, in form full force and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided furthereffect; provided, however, that no the restriction in this paragraph shall not apply to any sale, transfer, pledge, encumbrance, assignment or other disposition if, after such transfer shall relieve action, the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned remaining Voting Shares in payment constitute 50.5% of the exercise price or any withholding taxes in connection with any exercise by the Stockholder voting power of stock options all outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by GiftCompany."