Common use of Transfer and Encumbrance Clause in Contracts

Transfer and Encumbrance. Except as contemplated by the Merger Agreement, and except as provided in Sections 1(b) and 2 below, during the period beginning on the date hereof and ending on the earlier to occur of (i) ninety (90) days following the Effective Date, and (ii) the Expiration Date (as defined below), Holder agrees not to, directly or indirectly, (A) transfer (except as may be specifically required by court order), sell, exchange, tender, assign, contribute to the capital of any entity, or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (B) grant any proxies or powers of attorney, deposit any of such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clause, or (C) take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” shall mean the date of termination of the Merger Agreement in accordance with the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not apply.

Transfer and Encumbrance. Except as contemplated by the Merger Agreement, and except as provided in Sections 1(b) and 2 belowShareholder agrees, during the period beginning on the date hereof and ending on the earlier to occur of (i) ninety (90) days following the Effective Date, and (ii) the Expiration Date (as defined below), Holder agrees not toto sell, directly or indirectly, (A) transfer (except as may be specifically required by court order), selltransfer, exchange, tender, assign, contribute to the capital of any entity, pledge or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or (collectively, “Transfer”) any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into in each case without the prior written consent of Qumu; provided, that nothing contained herein shall prohibit (a) the net settlement of Shareholder’s options to purchase shares of Synacor Common Stock (to pay the exercise price thereof and any tax withholding obligations), (b) the net settlement of Shareholder’s restricted stock units settled in shares of Synacor Common Stock (to pay any tax withholding obligations), (c) the exercise of Shareholder’s options to purchase shares of Synacor Common Stock, to the extent such options would expire prior to the Effective Time, (d) the exercise of Shareholder’s options to purchase shares of Synacor Common Stock or acquire the receipt upon settlement of Shareholder’s restricted stock units, and the sale of a sufficient number of such shares of Synacor Common Stock acquired upon exercise of such options or settlement of such restricted stock units as would generate sales proceeds sufficient to pay the aggregate applicable exercise price of shares then exercised under such options and the taxes payable by Shareholder as a result of such exercise or settlement, (e) such Shareholder from selling Shares under any written plan providing for the trading of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) that is described on the signature page hereto or which is put in place after the date hereof in order to replace an offsetting derivative contract expired or expiring 10b5-1 Plan (provided, that any such 10b5-1 Plan shall be implemented in accordance with respect the requirements of Synacor’s xxxxxxx xxxxxxx policy and on substantially consistent terms as the expired or expiring 10b5-1 Plan, except as may be required to implement additional sales pursuant to the foregoing clause (d)), (f) any Transfer where such Shareholder retains sole direct and indirect voting control over such Shares or New Shares through the term of this Agreement, (g) any New SharesTransfer to an Affiliate of Shareholder, enter into or acquire (h) if Shareholder is an individual, (i) to any member of Shareholder’s immediate family or to a futures or forward contract to deliver such Shares trust for the benefit of Shareholder or any New Shares member of Shareholder’s immediate family or enter into (ii) to any other hedging person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other derivative transaction similar law; provided, however, that has in the effect of materially changing the economic benefits and risks of ownership case of the Shares foregoing clauses (g) or (h)(i), any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (B) grant any proxies or powers of attorney, deposit any such Transfer shall only be permitted if and to the extent that the transferee of such Shares or New Shares into a voting trust or enter into a voting agreement with respect agrees to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of be bound by and subject to the actions described in this clause, or (C) take any action terms and provisions hereof to the same effect as the transferring Shareholder. Shareholder acknowledges that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this Agreement, and Holder warrants that it has not agreed to carry out any intent of the foregoing matters in relation sentence is to ensure that the Shares or and any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” shall mean the date of termination of the Merger Agreement Shares are voted in accordance with the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not applyhereof.

Transfer and Encumbrance. Except as contemplated by Each Stockholder agrees that during the Merger term of this Agreement, and except as provided in Sections 1(b) and 2 below, during the period beginning on the date hereof and ending on the earlier to occur such Stockholder shall not Transfer any of (i) ninety (90) days following the Effective Date, and (ii) the Expiration Date (as defined below), Holder agrees not to, directly or indirectly, (A) transfer (except as may be specifically required by court order), sell, exchange, tender, assign, contribute to the capital of any entity, or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or enter into any New contract, option or other agreement with respect to, or consent to, a Transfer of, any of the Shares or such Stockholder’s economic interest therein. Any attempted Transfer of Shares or any interest therein in violation of this Section 4 shall be null and void. Notwithstanding anything in this Agreement to the contrary, this Agreement will not prohibit any Stockholder from (as defined below)a) exercising options and/or warrants owned by such Stockholder that are exercisable for shares of Parent Company Stock, including any it being understood, acknowledged and agreed that the shares of Parent Common Stock received acquired by such Stockholder in exchange for such Shares connection therewith shall be subject to this Agreement as “Shares”; (b) entering into a plan adopted pursuant to Rule 10b5-1 under the MergerSecurities Exchange Act of 1934, enter into as amended, to the extent that such plan does not allow for any short sale Transfer of Shares during the term of this Agreement; or (c) making (i) bona fide gifts of such Stockholder’s Shares to family members or family trusts, (ii) any transfer by will or intestacy in case of death or (iii) any Transfer of such Stockholder’s Shares for estate planning purposes to persons immediately related to such transferor by blood, marriage or adoption, or any trust solely for the benefit of such transferor and/or the persons described in the preceding clause, provided, however, that with respect to each of the Shares or any New SharesTransfers described in clause (c) of this sentence, enter into or acquire an offsetting derivative contract with respect prior, and as a condition precedent, to such Shares transfer, the transferee, or the trustee or legal guardian on behalf of any New Sharestransferee, enter into agrees in writing to be bound by the terms of this Agreement. For purposes hereof, “immediate family” shall mean any relationship by blood, marriage or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership adoption, not more remote than first cousin (including, without limitation, lineal descendants, stepchildren, father, mother, brother, sister of the applicable Stockholder or the applicable Stockholder’s spouse). In addition to the foregoing, in the event a Stockholder is an entity rather than an individual, this Agreement will not prevent any transfer of any or all of such Stockholder’s Shares or any New Sharesto the stockholders of such entity, if it is a corporation, to the members of such entity, if it is a limited liability company, or to, directly or indirectly, make any offer or agreement relating thereto, (B) grant any proxies or powers of attorney, deposit any to the partners of such Shares or New Shares into entity, if it is a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clause, or (C) take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation to the Shares or any New Sharespartnership; provided, however thathowever, notwithstanding that in each such case, it shall be a condition to the provisions transfer that such transferee agrees in writing prior to such transfer to be bound by the terms of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” shall mean the date of termination of the Merger Agreement in accordance with the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not applyAgreement.

Transfer and Encumbrance. Except as contemplated by The Securityholder agrees that the Merger Agreement, and except as provided in Sections 1(b) and 2 below, during the period beginning on the date hereof and ending on the earlier to occur of (i) ninety (90) days following the Effective Date, and (ii) the Expiration Date (as defined below), Holder agrees Securityholder will not take or permit any action to, directly or indirectly, (Ai) transfer transfer, sell, assign, give, pledge (excluding any pledges already in effect to commercial lenders that secure the repayment of money borrowed), exchange, or otherwise dispose of or encumber the Securities (except as may be specifically required by court order), sell, exchange, tender, assign, contribute in which case the Securityholder shall give German American prior written notice and any such transferee shall agree to be bound by the terms and conditions of this Agreement) prior to the capital of any entity, or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares "Expiration Date" (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant or to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, at any time prior to the Expiration Date; (Bii) grant any proxies or powers of attorney, deposit any of such Shares or New Shares the Securities into a voting trust or enter into a voting agreement or arrangement with respect to such Securities or grant any proxy or power of such Shares attorney with respect thereto, in each case, in a manner that conflicts or New Shares, may conflict with the Securityholder's obligations hereunder; or (iii) enter into any agreement contract, option or other arrangement providing for or undertaking with respect to the direct or indirect sale, assignment, transfer, exchange or other disposition of or transfer of any interest in or the voting of any of the actions described Securities, in this clauseeach case, in a manner that conflicts or (C) take any action that could reasonably be expected to have may conflict with the effect of preventing or disabling Holder from performing Holder’s Securityholder's obligations under this Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Mergerhereunder. As used herein, the term “"Expiration Date” " shall mean the earlier to occur of (i) October 1, 2019, (ii) the date which is the day following the shareholder meeting at which the Merger is approved by the Company's shareholders, (iii) the date the Board decides not to recommend or withdraws its recommendation of the Merger without a breach of Sections 4.01(d), 4.01(e) or 4.03(a), or Section 7.08 of the Merger Agreement, (iv) the termination of the Merger Agreement by either German American or Company in accordance with their respective rights under Article VII of the terms and provisions thereof. During period from ninety Merger Agreement prior to the meeting of the Company's shareholders to approve the Merger, or (90v) the termination of the Merger Agreement by either German American or Company pursuant to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%Section 7.03(a) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not applyMerger Agreement.

Transfer and Encumbrance. Except as contemplated (a) The Stockholder represents and warrants that (i) the Shares are free and clear of all liens, claims, charges, security interests or other encumbrances, other than those that may be created by the Merger Purchase Agreement, the Escrow Agreement and except as provided this Agreement, (ii) there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Stockholder is a party relating to the pledge, disposition or voting of such Shares, and there are no voting trusts or voting agreements with respect to such Shares, other than this Agreement, (iii) the Stockholder has full power and authority to enter into, execute and deliver this Agreement and to perform fully the Stockholder’s obligations hereunder and (iv) this Agreement constitutes the legal, valid and binding obligation of the Stockholder in Sections 1(baccordance with its terms. (b) and 2 below, during For the period beginning on from the date hereof until the first anniversary of the date hereof (the “Free Resale Date”), the Stockholder shall not, and ending on the earlier to occur of shall not agree to, (i) ninety (90) days following the Effective Datesell, and transfer, hypothecate, negotiate, pledge, assign, encumber, grant any option, warrant or other right to purchase, or otherwise dispose of, or (ii) the Expiration Date (as defined below)enter into any swap or any other agreement or any transaction that transfers, Holder agrees not toin whole or in part, directly or indirectly, the economic consequence of ownership of (A(i) transfer and (ii) collectively, “Transfer”) such number of Shares equal to 75% of the aggregate number of Shares (the “Restricted Shares”) except (x) to one or more partners or members of the Stockholder or to an affiliated corporation under common control with the Stockholder (but then only if, as a precondition to such transfer, the Stockholder has delivered to the Company an opinion of counsel in form and substance satisfactory to the Company and its counsel, to the effect that no registration of the Shares under the Securities Act is required), subject further to the restrictions set forth in the Escrow Agreement or (y) to the Company, in the case of Initial Escrow Shares or Additional Escrow Shares Transferred pursuant to the Escrow Agreement. (c) From and after the date hereof (for Shares that are not Restricted Shares) or after the Free Resale Date (for the Restricted Shares), the Stockholder (or its permitted transferees or successors in interest, as applicable) shall not Transfer any Shares except (i) as contemplated by the Registration Rights Agreement and Escrow Agreement, and in compliance with the registration and prospectus delivery requirements of the Securities Act and with the applicable state securities laws; (ii) in compliance with the resale provisions of Rule 144 under the Securities Act (or any successor provision thereto), subject to restrictions imposed by the Escrow Agreement; (iii) pursuant to a Transfer that does not require registration of the subject Shares under the Securities Act, provided further that the Stockholder has provided an opinion of counsel, in form and substance satisfactory to the Company and its counsel, to the effect that no registration of the Shares under the Securities Act is required, subject to restrictions imposed by the Escrow Agreement; or (iv) to the Company, in the case of Initial Escrow Shares or Additional Escrow Shares Transferred pursuant to the Escrow Agreement; provided further, that under no circumstances shall the Stockholder Transfer, in any one calendar quarter (prorated for partial calendar quarters), more than 25% of the aggregate number of Consideration Shares and True Up Shares (as may be specifically required by court order)adjusted for stock splits, sellcombinations, exchange, tender, assign, contribute stock dividends or reclassifications) previously issued to the capital of any entity, or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares Stockholder pursuant to the MergerPurchase Agreement. (d) Without limitation of Sections 4(b) and 4(c) hereof, enter into the Stockholder agrees that any short sale with respect purported Transfer to an Affiliate of the Stockholder shall be effective only if, as a precondition thereto, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Shares or any New SharesCompany and the Proxy Holder, enter into or acquire an offsetting derivative contract with respect to be bound by the terms of this Agreement as if such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has transferee were the effect of materially changing the economic benefits and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (B) grant any proxies or powers of attorney, deposit any of such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described “Stockholder” hereunder. Any purported Transfer in this clause, or (C) take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding the provisions violation of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” 4 shall mean the date of termination of the Merger Agreement in accordance with the terms be null and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not applyvoid ab initio.

Transfer and Encumbrance. Except as contemplated by (a) Subject to Section 5(a), the Merger Agreement, and except as provided in Sections 1(b) and 2 below, during Stockholder agrees that for a period commencing upon the period beginning on execution of the date hereof Purchase Agreement and ending on the earlier to occur of (i) date that is ninety (90) days following after the Effective Date, and date of the Purchase Agreement (ii) the Expiration Date (as defined below“Lock-Up Period”), Holder agrees not tothe Stockholder will not, (1) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (“Lock-Up Securities”) (including without limitation, Lock-Up Securities which may be deemed to be Beneficially Owned and securities which may be issued upon exercise of a stock option or warrant) or file any registration statement under the 1933 Act with respect to any of the foregoing or publicly disclose the intention to undertake any of the foregoing or (2) enter into any swap or other transaction that transfers, in whole or in part, directly or indirectly, (A) transfer (except as may be specifically required by court order), sell, exchange, tender, assign, contribute to the capital any of any entity, or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks consequences of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise (collectively a “Transfer”). Any attempted Transfer of Shares or any New Sharesinterest therein in violation of this Section 5 shall be null and void. The Stockholder acknowledges and agrees that the foregoing precludes the Stockholder from engaging in any hedging or other transactions designed or intended, or to, directly or indirectly, make any offer or agreement relating thereto, (B) grant any proxies or powers of attorney, deposit any of such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clause, or (C) take any action that which could reasonably be expected to have lead to or result in, a sale or disposition of any Lock-Up Securities, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the effect Stockholder. (b) The Stockholder may transfer Lock-Up Securities in connection with the vesting, conversion, settlement, exchange or exercise of preventing restricted stock units, options, warrants or disabling Holder from performing Holder’s obligations under this Agreementother rights to purchase or receive securities (including, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation each case, a transfer to the Shares Company by way of “net” or any New Shares; provided“cashless” exercise or a sale in the market to cover the payment of tax withholdings or remittance payments due in connection with such vesting, however thatconversion, notwithstanding the provisions of this Section 1(asettlement, exchange or exercise), or in connection with the Holder may provide an irrevocable undertaking exercise or redemption of warrants or the conversion or redemption of convertible securities, in all such cases pursuant to equity awards or rights granted under a stock incentive plan, other form of support agreement to Parent equity award plan or Company in relation stock purchase plan, or pursuant to the Merger. As used hereinterms of warrants or convertible securities, the term “Expiration Date” shall mean the date of termination of the Merger Agreement in accordance with the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Dateprovided that any Lock-Up Securities received upon such vesting, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Sharesconversion, settlement, exchange, exercise or redemption, and after giving effect to such transfers to the Company or sale to cover transactions, shall be subject to the terms of this Agreement. A Transfer of Lock-Up Securities may be made to (i) a family member or trust or, if the Stockholder is a trust, to a trustor or beneficiary of the trust or the estate of a beneficiary of such trust, (ii) as one hundred eighty or more bona fide gifts or charitable contributions, or for bona fide estate planning, (180iii) daysupon death by will, testamentary document or intestate succession, (iv) to a partnership, limited liability company or other entity of which the foregoing restriction does not apply.Stockholder or the family

Transfer and Encumbrance. Except as contemplated (a) Each of the Holders represents and warrants that (i) the Company Shares are free and clear of all liens, claims, charges, security interests or other encumbrances, other than those that may be created by the Merger Purchase Agreement, the Escrow Agreement, the Indenture, the Collateral Agreements (as defined in the Indenture), and except as provided this Agreement, (ii) there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Holders are a party relating to the pledge, disposition or voting of the Shares, and there are no voting trusts or voting agreements with respect to the Shares, other than this Agreement and applicable trust agreements for estate planning purposes, including but not limited to charitable remainder trusts, (iii) each of the Holders has full power and authority to enter into, execute and deliver this Agreement and to perform fully the Holders’ obligations hereunder and (iv) this Agreement constitutes the legal, valid and binding obligation of the Holders in Sections 1(baccordance with its terms. (b) and 2 below, during the period beginning on On or after the date hereof and ending on during the earlier term of this Agreement, except to occur the extent permitted by Section 7.8 of the Purchase Agreement, each of the Holders shall not, and shall not agree to, (i) ninety (90) days following the Effective Datesell, and transfer, hypothecate, negotiate, pledge, assign, encumber, grant any option, warrant or other right to purchase, or otherwise dispose of, or (ii) the Expiration Date (as defined below)enter into any swap or any other agreement or any transaction that transfers, Holder agrees not toin whole or in part, directly or indirectly, the economic consequence of ownership of (A(i) transfer and (ii) collectively, “Transfer”) any Company Shares, except (x) to one or more partners or members of each of the Holders or to an affiliated corporation under common control with either of the Holders (but then only if, as may a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company and the Proxy Holder, to be specifically required bound by court orderthe terms of this Agreement and each of the Holders (as applicable) has delivered to the Company an opinion of counsel in form and substance satisfactory to the Company and its counsel, to the effect that no registration of the Shares under the Securities Act is required), sell, exchange, tender, assign, contribute subject further to the capital restrictions set forth in the Escrow Agreement or (y) to the Company, in the case of any entity, or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares Escrow Amount being transferred pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits Escrow Agreement and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (B) grant any proxies or powers of attorney, deposit any of such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clause, or (C) take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this Purchase Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” shall mean the date of termination of the Merger Agreement in accordance with the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not apply.

Transfer and Encumbrance. Except as contemplated by (a) Subject to the Merger terms of this Agreement, and except as provided in Sections 1(b) and 2 below, during the period beginning on the date hereof and ending on the earlier to occur term of (i) ninety (90) days following the Effective Datethis Agreement, and (ii) the Expiration Date (as defined below), Holder each Principal Stockholder agrees not to, directly or indirectly, (A) transfer (except as may be specifically required by court order)transfer, sell, exchangeoffer, tenderhypothecate, assign, contribute to the capital of any entitygift, pledge or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below“Transfer”), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging contract, option or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership agreement with respect to, or consent to, a Transfer of, any of the Shares or New Shares or such Principal Stockholder’s voting or economic interest therein. Subject to the terms of this Agreement, during the term of this Agreement, each Principal Stockholder agrees not to (i) grant any proxies, options or rights of first offer or refusal with respect to any of the Shares or New Shares, or to, directly or indirectly, make (ii) permit any offer or agreement relating thereto, (B) grant any proxies or powers of attorney, deposit any of such Shares or New Shares to be, or become subject to, any pledges, liens, preemptive rights, security interests, claims, charges or other encumbrances or arrangements or (iii) enter into a any voting agreement, voting trust or enter into a other voting agreement arrangement with respect to any of such the Shares or New Shares. Notwithstanding the foregoing, or enter into any agreement or arrangement providing for any of the actions described in this clause, or (C) each Principal Stockholder may take any action described in the first sentence of this Section 6(a) or clause (ii) of the second sentence of this Section 6(a), so long as such Principal Stockholder provides Purchaser with prior written notice and the other party (a “transferee”) to such Transfer executes this Agreement (or a joinder thereto in a form reasonably satisfactory to Purchaser) and agrees to be bound by its terms; provided, however, that could reasonably notwithstanding such Transfer or arrangement, such Principal Stockholder shall continue to be expected to have the effect liable for any breach by such transferee of preventing or disabling Holder from performing Holder’s obligations its agreements and covenants under this Agreement, and Holder warrants that it has not agreed to carry out any . (b) Any attempted Transfer of the foregoing matters in relation to the Shares or the New Shares or any New Shares; providedinterest therein, however thator any other attempted action or arrangement, notwithstanding the provisions in violation of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” 6 shall mean the date of termination of the Merger Agreement in accordance with the terms be null and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not applyvoid.

Transfer and Encumbrance. Except as contemplated by the Merger Agreement, (a) Stockholder represents and except as provided in Sections 1(b) and 2 below, during the period beginning on the date hereof and ending on the earlier warrants to occur of Company that: (i) ninety (90) days following Stockholder is either the Effective Dateregistered or beneficial owner of, and or holds or exercises, as an individual or in a representative capacity, through any contract, arrangement, relationship or otherwise, voting power with respect to, the Shares; (ii) the Shares constitute all of the shares of outstanding capital stock and voting securities of Parent as to which Stockholder is either the registered or beneficial owner, or as to which Stockholder holds or exercises, as an individual or in a representative capacity, through any contract, arrangement, relationship or otherwise, voting power; (iii) no other person or entity not a signatory to this Agreement has a beneficial interest in or a right to acquire the Shares or any portion of the Shares (except, with respect to Shares held by partnerships or trusts, the partners of such partnerships and the beneficiaries of such trusts, and with respect to share held by corporations, such corporations); (iv) the Shares are and will be at all times until the Expiration Date (as defined below) free and clear of any liens, claims, options, charges or other encumbrances (except with respect to federal or state securities laws); and (v) Stockholder's principal residence or place of business is set forth on the signature page hereto. (b) Other than this Agreement, Holder at all times prior to the Expiration, Stockholder agrees not to, directly or indirectly, to (Ai) transfer (except as may be specifically required by court order), sell, exchangetransfer, tenderpledge, assign, contribute to the capital of any entity, assign or otherwise dispose of or encumber (including by mergergift) (collectively, consolidation "Transfer"), or otherwise by operation of law) or encumber the consent to any Transfer of, any Shares or any New Shares (as defined below), including ) or any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, interest therein or enter into any short sale contract, option, or other arrangement (including any profit sharing or other derivative arrangement) with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any interest therein with any person other hedging or other derivative transaction that has than pursuant to the effect of materially changing Reorganization Agreement, unless prior to any such Transfer the economic benefits and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (B) grant any proxies or powers of attorney, deposit any transferee of such Shares or New Shares enters into a voting trust or enter into and is bound by a voting agreement with respect Company on terms substantially identical to any the terms of such Shares or New Sharesthis Agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or arrangement providing for otherwise, in connection with, directly or indirectly, any amendment of the Parent's Certificate of Incorporation or Bylaws or other proposal, action or transaction involving the Parent or any of the actions described in this clauseits subsidiaries, which amendment or (C) take any other proposal, action that or transaction would or could reasonably be expected to have prevent or materially impede , interfere with, hinder or delay the effect consummation of preventing the Merger or disabling Holder from performing Holder’s obligations under this Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters other transactions contemplated by the Reorganization Agreement or to dilute in relation any material respect the benefits to Company of the Merger and the other transactions contemplated by the Reorganization Agreement, or change in any manner the voting rights of any class or shares of Parent Shares or any New Shares; provided(collectively, however that, notwithstanding the provisions of this Section 1(a"Frustrating Transactions"), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” "Expiration" shall mean the date earlier to occur of (x) the Effective Time or (y) the valid termination of the Merger Reorganization Agreement in accordance with the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not applyits terms.

Transfer and Encumbrance. Except as contemplated by the Merger Agreement, (a) Shareholder represents and except as provided in Sections 1(b) and 2 below, during the period beginning on the date hereof and ending on the earlier warrants to occur of Parent that: (i) ninety Shareholder is the beneficial owner of the Shares and, except as otherwise set forth on the signature page hereto, (90A) days following has held each such Share at all times since the Effective Datedate such Share was originally issued by Company, and (B) did not acquire any shares of Company Capital Stock in contemplation of the Merger; (ii) the Shares constitute Shareholder's entire beneficial ownership interest in the outstanding capital stock and voting securities of Company; (iii) no other person or entity not a signatory to this Agreement has a beneficial interest in or a right to acquire the Shares or any portion of the Shares (except, with respect to Shareholders which are partnerships, partners of such Shareholders); (iv) the Shares are and will be at all times until the Expiration Date (as defined below) free and clear of any liens, claims, options, charges or other encumbrances (except with respect to federal or state securities laws); and (v) Shareholder's principal residence or place of business is set forth on the signature page hereto. (b) Other than this Agreement, at all times prior to the Expiration, Shareholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of or encumber (including by gift) (collectively, "Transfer"), Holder agrees not toor consent to any Transfer of, any Shares or New Shares (as defined below) or any interest therein or enter into any contract, option, or other arrangement (including any profit sharing or other derivative arrangement) with respect to any Shares or any New Shares or any interest therein with any person other than pursuant to the Reorganization Agreement, unless prior to any such Transfer the transferee of such Shares or New Shares enters into and is bound by a shareholders agreement with Parent on terms substantially identical to the terms of this Agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, (A1) transfer (except as may be specifically required by court order), sell, exchange, tender, assign, contribute to the capital of any entity, or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares Acquisition Proposal (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant ) or transaction or occurrence which if publicly proposed and offered to the Merger, enter into any short sale with respect to the Shares Company and its shareholders (or any New Sharesof them) would be the subject of an Acquisition Proposal (collectively, enter into "Alternative Transactions") or acquire an offsetting derivative contract with respect to such Shares (2) any amendment of the Company's Articles of Incorporation or Bylaws or other proposal, action or transaction involving the Company or any New Sharesof its subsidiaries, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging which amendment or other derivative proposal, action or transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares would or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (B) grant any proxies or powers of attorney, deposit any of such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clause, or (C) take any action that could reasonably be expected to have prevent or materially impede, interfere with, hinder or delay the effect consummation of preventing the Merger or disabling Holder from performing Holder’s obligations under this Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters other transactions contemplated by the Reorganization Agreement or to dilute in relation to any material respect the Shares or any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement benefits to Parent of the Merger and the other transactions contemplated by the Reorganization Agreement, or change in any manner the voting rights of any class or shares of Company in relation to the MergerCapital Stock (collectively, "Frustrating Transactions"). As used herein, the term “Expiration Date” "Expiration" shall mean the date earlier to occur of (x) the Effective Time or (y) the valid termination of the Merger Reorganization Agreement in accordance with the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not applyits terms.

Transfer and Encumbrance. Except as contemplated by the Merger Acquisition Agreement, and except as provided in Sections 1(b) ), 2, 3 and 2 4 below, during the period beginning on the date hereof and ending on the earlier to occur of (i) ninety one hundred eighty (90180) days following the Effective First Closing Date, and (ii) the Expiration Date (as defined below), Holder agrees not to, directly or indirectly, (Ax) transfer (except as may be specifically required by court order), sell, exchange, tender, pledge, assign, contribute to the capital of any entity, hypothecate or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the MergerOffer, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (By) grant any proxies or powers of attorney, deposit any of such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clauseclause (y), or (Cz) take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s 's obligations under this Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” shall mean the date of termination of the Merger Agreement in accordance with the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not apply.foregoing

Transfer and Encumbrance. Except as contemplated (a) Each of the Holders represents and warrants that (i) the Consideration Shares are free and clear of all liens, claims, charges, security interests or other encumbrances, other than those that may be created by the Merger Purchase Agreement, the Escrow Agreement, the Indenture, the Collateral Agreements (as defined in the Indenture), and except as provided this Agreement, (ii) there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Holders are a party relating to the pledge, disposition or voting of the Shares, and there are no voting trusts or voting agreements with respect to the Shares, other than this Agreement and applicable trust agreements for estate planning purposes, including but not limited to charitable remainder trusts, (iii) each of the Holders has full power and authority to enter into, execute and deliver this Agreement and to perform fully the Holders’ obligations hereunder and (iv) this Agreement constitutes the legal, valid and binding obligation of the Holders in Sections 1(baccordance with its terms. (b) and 2 below, during the period beginning on On or after the date hereof and ending on during the earlier term of this Agreement, except to occur the extent permitted by Section 7.8 of the Purchase Agreement, each of the Holders shall not, and shall not agree to, (i) ninety (90) days following the Effective Datesell, and transfer, hypothecate, negotiate, pledge, assign, encumber, grant any option, warrant or other right to purchase, or otherwise dispose of, or (ii) the Expiration Date (as defined below)enter into any swap or any other agreement or any transaction that transfers, Holder agrees not toin whole or in part, directly or indirectly, the economic consequence of ownership of (A(i) transfer and (ii) collectively, “Transfer”) any Company Shares, except (x) to one or more partners or members of each of the Holders or to an affiliated corporation under common control with either of the Holders (but then only if, as may a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company and the Proxy Holder, to be specifically required bound by court orderthe terms of this Agreement and each of the Holders (as applicable) has delivered to the Company an opinion of counsel in form and substance satisfactory to the Company and its counsel, to the effect that no registration of the Shares under the Securities Act is required), sell, exchange, tender, assign, contribute subject further to the capital restrictions set forth in the Escrow Agreement or (y) to the Company, in the case of any entity, or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares Escrow Amount being transferred pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits Escrow Agreement and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (B) grant any proxies or powers of attorney, deposit any of such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clause, or (C) take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this Purchase Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” shall mean the date of termination of the Merger Agreement in accordance with the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not apply.

Transfer and Encumbrance. Except as contemplated by (a) Each of the Merger Agreement, Holders represents and except as provided in Sections 1(b) and 2 below, during the period beginning on the date hereof and ending on the earlier to occur of warrants that (i) ninety (90) days following the Effective DateXCel Shares are free and clear of all liens, claims, charges, security interests or other encumbrances, other than those that may be created by the Purchase Agreement, the Lock-Up Agreement, the Promissory Note, and this Agreement, (ii) there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Expiration Date (as defined below), Holder agrees not to, directly or indirectly, (A) transfer (except as may be specifically required by court order), sell, exchange, tender, assign, contribute Holders are a party relating to the capital pledge, disposition or voting of any entitythe XCel Shares, and there are no voting trusts or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale voting agreements with respect to the Shares or any New XCel Shares, enter into or acquire an offsetting derivative contract with respect other than this Agreement, the Purchase Agreement, the Restricted Stock Agreements and applicable trust agreements for estate planning purposes, including but not limited to such Shares or any New Sharescharitable remainder trusts, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership (iii) each of the Shares or any New SharesHolders has full power and authority to enter into, or to, directly or indirectly, make any offer or agreement relating thereto, (B) grant any proxies or powers of attorney, deposit any of execute and deliver this Agreement and to perform fully such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clause, or (C) take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this Agreementhereunder, and Holder warrants that it has not agreed to carry out any (iv) this Agreement constitutes the legal, valid and binding obligation of the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” shall mean the date of termination of the Merger Agreement Holders in accordance with its terms. (b) In the terms and provisions thereof. During period from ninety (90) event a Holder desires to Transfer any XCel Shares to one hundred eighty or more partners or members of such Holder, or to an Affiliate of such Holder (180) days following the Effective Datein each case, a “Related Party”), such Holder may Transfer such XCel Shares only if, as precondition to such Transfer, the foregoing restriction applies Related Party agrees in writing, reasonably satisfactory in form and substance to fifty percent (50%) the Company and Proxy Holder, to be bound by this Agreement. Except to the extent prohibited under the Lock-Up Agreement and applicable law, a Holder may, at any time and from time to time, Transfer some or all of the XCel Shares held by such Holder to a person or entity who is not a Related Party, and fifty percent (50%) the XCel Shares so Transferred shall be free and clear of any News Sharesrestrictions under this Agreement (including, and after one hundred eighty (180) dayswithout limitation, the foregoing restriction does not applythose restrictions contained in Section 2).

Transfer and Encumbrance. Except as contemplated by the Merger Acquisition Agreement, and except as provided in Sections 1(b) and 2 below, during the period beginning on the date hereof and ending on the earlier to occur of (i) ninety one hundred eighty (90180) days following the Effective Closing Date, and (ii) the Expiration Date (as defined below), Holder agrees not to, directly or indirectly, (Ax) transfer (except as may be specifically required by court order), sell, exchange, tender, pledge, assign, contribute to the capital of any entity, hypothecate or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the MergerOffer, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (By) grant any proxies or powers of attorney, deposit any of such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clauseclause (y), or (Cz) take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the MergerOffer and/or the Option Offer. As used herein, the term “Expiration DateEXPIRATION DATE” shall mean the date of termination of the Merger Acquisition Agreement in accordance with the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not apply.

Transfer and Encumbrance. (1) Except as contemplated by the Merger Agreement, and except as provided in Sections Section 1(b) and 2 below, during the period beginning on the date hereof and ending on the earlier to occur of (i) ninety (90) days following the Effective DateTime (as defined in the Merger Agreement), and (ii) the Expiration Date (as defined below), Holder agrees not to, directly or indirectly, (A) transfer (except as may be specifically required by court order), sell, exchange, tender, pledge, assign, contribute to the capital of any entity, hypothecate or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (B2) Holder agrees not to, directly or indirectly, grant any proxies or powers of attorney, deposit any of such Shares or New Holder’s Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Holder’s Shares, or enter into any agreement or arrangement providing for any of the actions described in this clauseclause (2) and (3) Holder agrees not to, directly or (C) indirectly, take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this AgreementAgreement at any time prior to the earlier to occur of (i) the Effective Time, and Holder warrants that it has not agreed to carry out any of (ii) the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the MergerExpiration Date. As used herein, the term “Expiration Date” shall mean the earlier to occur of (i) the date of termination of the Merger Agreement in accordance with the terms and provisions thereof. During period from ninety thereof and (90ii) the date on which Parent’s Board of Directors withdraws or modifies in a manner adverse to one hundred eighty the Company the Parent Recommendation (180as defined in the Merger Agreement) days following in accordance with the Effective Date, requirements of the foregoing restriction applies to fifty percent (50%second sentence of Section 4.4(e) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not applyMerger Agreement.

Transfer and Encumbrance. Except as contemplated by the Merger Acquisition Agreement, and except as provided in Sections 1(b) and or 2 below, during the period beginning on the date hereof and ending on the earlier to occur of (i) ninety one hundred eighty (90180) days following the Effective First Closing Date, and (ii) the Expiration Date (as defined below), Holder agrees not to, directly or indirectly, indirectly (Ax) transfer (except as may be specifically required by court order), sell, exchange, tender, pledge, assign, contribute to the capital of any entity, hypothecate or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (By) grant any proxies or powers of attorney, deposit any of such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clauseclause (y), or (Cz) take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration DateEXPIRATION DATE” shall mean the date of termination of the Merger Acquisition Agreement in accordance with the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not apply.

Transfer and Encumbrance. Except The Stockholder agrees to be subject to such Stockholder's Proxy (as contemplated by the Merger Agreement, and except as provided defined in Sections 1(bSection 3) and 2 belowagrees that it will not take or permit any action to, during the period beginning on the date hereof and ending on the earlier to occur of directly or indirectly, (i) ninety (90) days following transfer, sell, assign, give, exchange or pledge, or otherwise dispose of or encumber the Effective Date, and (ii) Stockholder's Securities prior to the Expiration Date (as defined below), Holder agrees not to, directly or indirectly, (A) transfer (except as may be specifically required by court order), sell, exchange, tender, assign, contribute to the capital of any entity, or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, at any time prior to the Expiration Date; (Bii) grant any proxies or powers of attorney, deposit any of such Shares or New Shares the Stockholder's Securities into a voting trust or enter into a voting agreement or arrangement with respect to such Stockholder's Securities or grant any proxy (except for the Proxy (as defined in Section 3 below)) or power of attorney with respect thereto, in each case, in a manner that conflicts or may conflict with the Stockholder's obligations hereunder, or (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect sale, assignment, transfer, exchange or other disposition of or transfer of any interest in or the voting of any of the Stockholder's Securities, in each case, in a manner that conflicts or may conflict with the Stockholder's obligations hereunder; provided, however, that notwithstanding the foregoing, each of Holdco, Parent and the Company acknowledges that GapStar, LLC ("GapStar") has pledged (the "Pledge") and granted a security interest (the "Security Interest") in its Shares to a lender to secure loans made to GapStar by such lender and to the extent that GapStar acquires any New Shares or any other shares or securities of the Company issued, issuable, exchanged or exchangeable in respect of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clause, or (C) take any action that could reasonably such securities shall also be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation subject to the Shares or any New Shares; provided, however that, notwithstanding Pledge and the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the MergerSecurity Interest. As used herein, the term “"Expiration Date” " shall mean the earlier to occur of (i) the Effective Time (as such term is defined in the Merger Agreement), and (ii) the date of termination of on which the Merger Agreement is terminated in accordance with its terms (including any extensions to the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective DateMerger Agreement, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not applyas provided for therein).

Transfer and Encumbrance. Except as contemplated (a) The Holder represents and warrants that (i) Holder shall not grant any liens, claims, charges, security interests or other encumbrances on the Xcel Shares, other than those that may be created by the Merger Purchase Agreement, the Lock-Up Agreement, and except this Agreement; (ii) Holder shall not grant any options, warrants or other rights, agreements, arrangements or commitments of any character relating to the pledge, disposition or voting of the Xcel Shares; and (iii) Holder shall not enter into any voting trusts or voting agreements with respect to the Xcel Shares, other than this Agreement, the Purchase Agreement and applicable trust agreements for estate planning purposes, including but not limited to charitable remainder trusts. The Holder represents and warrants as provided in Sections 1(b) and 2 below, during the period beginning on of the date hereof and ending on the earlier to occur of this Agreement (i) ninety (90) days following that Holder has full power and authority to enter into, execute and deliver this Agreement and to perform fully the Effective DateHolder’s obligations hereunder, and (ii) this Agreement constitutes the Expiration Date (as defined below)legal, Holder agrees not to, directly or indirectly, (A) transfer (except as may be specifically required by court order), sell, exchange, tender, assign, contribute to the capital of any entity, or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits valid and risks of ownership binding obligation of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (B) grant any proxies or powers Holder in accordance with its terms. The Holder covenants that the representations and warranties shall be true and correct as of attorney, deposit any of such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clause, or (C) take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” shall mean the date of termination the issuance of each Xcel Share, if such shares are ever issued. (b) In the event the Holder desires to Transfer any Xcel Shares to one or more partners or members of such Holder, if applicable, or to an Affiliate of such Holder, or to a member of any such transferee’s Immediate Family, if applicable, (in each case, a “Related Party”), such Holder may Transfer such Xcel Shares only if, as precondition to such Transfer, the Related Party agrees in writing, reasonably satisfactory in form and substance to the Company and Proxy Holder, to be bound by this Agreement. Except as set forth in Section 4(a) and except to the extent prohibited under the Voting Agreement and applicable law, a Holder may, at any time and from time to time, Transfer some or all of the Merger Agreement in accordance with Xcel Shares held by such Holder to a person or entity who is not a Related Party, and the terms Xcel Shares so Transferred shall be free and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) clear of any News Sharesrestrictions under this Agreement (including, and after one hundred eighty (180) dayswithout limitation, the foregoing restriction does not applythose restrictions contained in Section 2).

Transfer and Encumbrance. Except as contemplated by the Merger Acquisition Agreement, and except as provided in Sections 1(b) and or 2 below, during the period beginning on the date hereof and ending on the earlier to occur of (i) ninety one hundred eighty (90180) days following the Effective First Closing Date, and (ii) the Expiration Date (as defined below), Holder agrees not to, directly or indirectly, indirectly (Ax) transfer (except as may be specifically required by court order), sell, exchange, tender, pledge, assign, contribute to the capital of any entity, hypothecate or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (By) grant any proxies or powers of attorney, deposit any of such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clauseclause (y), or (Cz) take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s 's obligations under this Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” shall mean the date of termination of the Merger Agreement in accordance with the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not apply.any

Transfer and Encumbrance. Except as contemplated by the Merger Agreement, and except as provided in Sections 1(b) and 2 below, during the period beginning on the date hereof and ending on the earlier A Stockholder shall be deemed to occur have effected a "Transfer" of a security if he or she directly or indirectly: (i) ninety (90) days following the Effective Datesells, and makes any short sales of, lends, hypothecates, pledges, encumbers, enters into any type of equity swap or hedging of, grants an option with respect to, transfers or disposes of such security or any interest in such security; or (ii) enters into an agreement or commitment providing for the Expiration Date (as defined below)sale of, Holder making any short sale of, lending of, pledge of, encumbrance of, equity swap or hedging of, grant of an option with respect to, transfer of or disposition of such security or any interest therein. Stockholder agrees not to, directly or indirectly, (A) transfer to Transfer (except as may be specifically required by court order), sell, exchange, tender, assign, contribute to the capital of any entity, order or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined in Section 1.2 below), including any shares of Parent Common Stock received in exchange for such Shares pursuant or to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (B) grant at any proxies time prior to the Expiration Date unless each party to which such Shares or powers of attorney, deposit New Shares or any interest in any of such Shares or New Shares into is or may be transferred shall have (i) executed a voting trust or enter into a voting agreement with respect counterpart of this Voting Agreement and (ii) agreed to any of hold such Shares or New Shares, Shares or enter into any agreement interest in such Shares or arrangement providing for any New Shares subject to all of the actions described in this clause, or (C) take any action that could reasonably be expected to have the effect terms and provisions of preventing or disabling Holder from performing Holder’s obligations under this Agreement; PROVIDED, and Holder warrants HOWEVER, that it has not agreed to carry out any of the foregoing matters in relation to no event will Stockholder Transfer the Shares or New Shares or make any offer or agreement relating thereto if such Transfer would result in the conversion of any Shares or New Shares; provided, however that, notwithstanding Shares from Class B Common Stock into Common Stock or otherwise cause a diminution of the provisions voting power represented by the shares subject to this Agreement and the voting agreement of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Mergercontemplated transferee. As used herein, the term “"Expiration Date” " shall mean the earlier to occur of (i) such date of termination of and time as the Merger Agreement shall become effective in accordance with the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares Merger Agreement and fifty percent (50%ii) of any News Shares, such date and after one hundred eighty (180) days, time as the foregoing restriction does not applyMerger Agreement shall be terminated in accordance with its terms.

Transfer and Encumbrance. Except as contemplated by the Merger Acquisition Agreement, and except as provided in Sections 1(b) and 2 below, during the period beginning on the date hereof and ending on the earlier to occur of (i) ninety (90) days following the Effective Closing Date, and (ii) the Expiration Date (as defined below), Holder agrees not to, directly or indirectly, (Ax) transfer (except as may be specifically required by court order), sell, exchange, tender, pledge, assign, contribute to the capital of any entity, hypothecate or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (By) grant any proxies or powers of attorney, deposit any of such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clauseclause (y), or (Cz) take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” shall mean the date of termination of the Merger Agreement in accordance with the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not apply.

Transfer and Encumbrance. Except as contemplated by the Merger Agreement, (a) Shareholder represents and except as provided in Sections 1(b) and 2 below, during the period beginning on the date hereof and ending on the earlier warrants to occur of Parent that: (i) ninety (90) days following Shareholder is the Effective Datebeneficial owner of the Shares and, and except as otherwise set forth on the signature page hereto, did not acquire any shares of Company Capital Stock in contemplation of the Merger; (ii) the Shares constitute Shareholder's entire beneficial ownership interest in the outstanding capital stock and voting securities of Company; (iii) no other person or entity that is not a signatory to this Agreement has a beneficial interest in or a right to acquire the Shares or any portion of the Shares (except, with respect to Shareholders which are partnerships, partners of such Shareholders); (iv) the Shares are and will be at all times until the Expiration Date (as defined below) free and clear of any liens, claims, options, charges or other encumbrances (except with respect to federal or state securities laws); and (v) Shareholder's principal residence or place of business is set forth on the signature page hereto. (b) Other than as provided by this Agreement, at all times prior to the Expiration, Shareholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of or encumber (including by gift) (collectively, "Transfer"), Holder agrees not toor consent to any Transfer of, any Shares or New Shares (as defined below) or any interest therein or enter into any contract, option, or other arrangement (including any profit sharing or other derivative arrangement) with respect to any Shares or any New Shares or any interest therein with any person other than pursuant to the Reorganization Agreement, unless prior to any such Transfer the transferee of such Shares or New Shares enters into and is bound by a shareholders agreement with Parent on terms substantially identical to the terms of this Agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, (A1) transfer (except as may be specifically required by court order), sell, exchange, tender, assign, contribute to the capital of any entity, or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares Acquisition Proposal (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant ) or transaction or occurrence which if publicly proposed and offered to the Merger, enter into any short sale with respect to the Shares Company and its shareholders (or any New Sharesof them) would be the subject of an Acquisition Proposal (collectively, enter into "Alternative Transactions") or acquire an offsetting derivative contract with respect to such Shares (2) any amendment of Company's Articles of Incorporation or Bylaws or other proposal, action or transaction involving Company or any New Sharesof its subsidiaries, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging which amendment or other derivative proposal, action or transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares would or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (B) grant any proxies or powers of attorney, deposit any of such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clause, or (C) take any action that could reasonably be expected to have prevent or materially impede, interfere with, hinder or delay the effect of preventing or disabling Holder from performing Holder’s obligations under this Agreement, and Holder warrants that it has not agreed to carry out any consummation of the foregoing matters Merger, or change in relation to any manner the Shares voting rights of any class or any New Shares; providedshares of Company Capital Stock (collectively, however that, notwithstanding the provisions of this Section 1(a"Frustrating Transactions"), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” "Expiration" shall mean the date earlier to occur of (x) the Effective Time or (y) the valid termination of the Merger Reorganization Agreement in accordance with the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not applyits terms.

Transfer and Encumbrance. Except as contemplated by the Merger specifically set forth in this Agreement, and except as provided in Sections 1(b) and 2 below, during the period beginning on from the date hereof and ending on of this Agreement until the earlier to occur first anniversary of the closing of the Contribution (i) ninety (90) days following the Effective Date, and (ii) the Expiration Date (as defined below“Lock Up Period”), each Holder agrees not to, without the prior written consent of the REIT or the OP, (A) directly or indirectly, (A) transfer (except as may be specifically required by court order), sell, exchangetransfer, tender, assign, pledge, encumber, contribute to the capital of any entity, hypothecate, give or otherwise dispose of, or create or permit to exist any encumbrance of any nature whatsoever with respect to (i) any shares of capital stock of the REIT, or any securities of the OP, including OP Units, owned of record or beneficially held by such Holder as of the date of this Agreement, or (ii) any capital stock of the REIT (including any options, warrants or other rights to acquire shares of capital stock of the REIT), and including but not limited to any preferred stock, Common Stock and OP Units received or to be received pursuant to the Contribution, or that the Holder shall purchase, or with respect to which the Holder shall otherwise acquire beneficial ownership (including by mergerreason of any stock split, consolidation reverse split, stock dividend, combination, reorganization, recapitalization or otherwise by operation other like change, conversion or exchange of lawshares, or any other change in the corporate or capital structure of the REIT or the OP) or encumber over which the Shares Holder shall exercise voting power, either before or after the execution of this Agreement and during the Lock Up Period, or any New Shares interest therein (any such shares of preferred stock, Common Stock and OP Units or other rights with respect thereto as defined belowdescribed above, collectively being referred to herein as the “Shares”), including or (B) make any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares offer or enter into any other hedging agreement, contract, option or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares understanding or any New Shares, or to, directly or indirectly, make any offer or agreement arrangement relating thereto, or consent to any of the foregoing, at any time during the Lock Up Period; provided that, in addition to the provisions related to the termination of this Agreement in Article IV hereof, the Lock-Up Period, and all rights and obligations of the parties with respect to this Section 1.1 only, shall immediately terminate and be of no further force and effect upon the earlier to occur of (A) a Lock-Up Breach (as defined in that certain Master Transaction Agreement, dated April 10, 2011 by and among the REIT, the OP, EOP, EOC, Xxxxx X. Xxxxxxxx, Xxxxxxx Prio Touzet and Xxxxx X. Xxxxx, III), and (B) grant any proxies or powers of attorney, deposit any of such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of Principal Termination Event (as defined in the actions described in this clause, or (C) take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this Contribution Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” shall mean the date of termination of the Merger Agreement in accordance with the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not apply.

Transfer and Encumbrance. Except as contemplated by the Merger Agreement, and except as provided in Sections 1(b) and 2 belowStockholder agrees, during the period beginning on the date hereof and ending on the earlier to occur of (i) ninety (90) days following the Effective Expiration Date, and (ii) the Expiration Date not to Transfer (as defined below), Holder agrees not to, directly or indirectly, (A) transfer (except as may be specifically required by court order), sell, exchange, tender, assign, contribute to the capital of any entity, or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares or any New Shares, or toany interest therein, directly or indirectlyany economic or voting rights with respect thereto (including any rights decoupled from the underlying securities) or enter into any contract, make option or other arrangement or understanding with respect thereto (including any offer voting trust or agreement relating theretoand the granting of any proxy inconsistent with Stockholder’s obligations under this Agreement), in each case without the prior written consent of each Investor Seller; provided, that nothing contained herein shall prohibit (a) any Transfer where such Stockholder retains sole direct and indirect voting control over such Shares or New Shares through the term of this Agreement, (Bb) grant any proxies Transfer to an Affiliate of Stockholder or powers to a qualified institutional buyer or other institutional investor, provided, however, that in the case of attorneythe foregoing clause (b), deposit any such Transfer shall only be permitted if and to the extent that the transferee of such Shares or New Shares into agrees to be bound by and subject to the terms and provisions hereof to the same effect as the transferring Stockholder and pursuant to a voting trust joinder or enter into a voting other customary agreement with respect reasonably acceptable to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of Investor Sellers. Stockholder acknowledges that the actions described in this clause, or (C) take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this Agreement, and Holder warrants that it has not agreed to carry out any intent of the foregoing matters in relation sentence is to ensure that the Shares or and any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” shall mean the date of termination of the Merger Agreement Shares are voted in accordance with the terms and provisions thereofhereof. During period from ninety (90) For the purpose of this Agreement, “Transfer” means any sale, assignment, transfer, conveyance, gift, pledge, distribution, hypothecation or other encumbrance or any other disposition, whether voluntary, involuntary or by operation of law, whether effected directly or indirectly, or the entry into any contract or understanding with respect to one hundred eighty (180) days following the Effective Dateany sale, assignment, transfer, conveyance, gift, pledge, distribution, hypothecation or other encumbrance or any other disposition, whether voluntary, involuntary or by operation of law, whether effected directly or indirectly, including, with respect to any capital stock or interests in capital stock, the foregoing restriction applies entry into any swap or any contract, transaction or series of transactions that xxxxxx or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of such capital stock or interest in capital stock, whether any such swap, contract, transaction or series of transactions is to fifty percent (50%) be settled by delivery of the Shares and fifty percent (50%) of any News Purchaser Shares, and after one hundred eighty (180) days, the foregoing restriction does not applyin cash or otherwise.

Transfer and Encumbrance. Except as contemplated by in the Merger Agreement, and except as provided in Sections 1(b) and 2 below, during the period beginning on the date hereof and ending on the earlier to occur of (i) ninety (90) days following the Effective Date, and (ii) the Expiration Date (as defined below), Holder agrees not to, directly or indirectly, (A) to transfer (except for transfers required to comply with rules and regulations governing ownership thresholds for bank holding companies and their affiliates, grants of participation interests consistent with past business practices, or as may be specifically required by court order), sell, exchange, tender, assign, contribute to the capital of any entity, pledge or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber in any way that would interfere with or prevent Holder from voting the Shares (as defined below) or any New Shares (as defined belowin Section 1(b)) in accordance with this Agreement or the granting and effectiveness of the Proxy with respect thereto, including any shares of Parent the outstanding Common Stock received and/or Preferred Stock, $0.0001 par value per share respectively, of Target held by Holder (in exchange for such Shares pursuant to number as is indicated on the Merger, enter into any short sale with respect to final page of this Agreement) (the Shares or any New “Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares ”) or any New Shares, or to, directly or indirectly, to make any offer or agreement relating thereto, at any time prior to the Expiration Date (B) grant as defined below), except to the extent any proxies or powers of attorney, deposit transferee to which any of such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement interest therein, is or arrangement providing for any may be transferred shall have (i) executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A (a “Proxy”), and (ii) agreed in writing to hold such Shares and New Shares, or such interest therein, subject to all of the actions described terms and conditions set forth in this clause, or (C) take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” shall mean the earlier to occur of (i) such date of termination of and time as the Step One Merger Agreement shall become effective in accordance with the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares Merger Agreement and fifty percent Delaware law, or (50%ii) the date of any News Shares, and after one hundred eighty (180) days, termination of the foregoing restriction does not applyMerger Agreement.

Transfer and Encumbrance. (1) Except as contemplated by the Merger Agreement, and except as provided in Sections Section 1(b) and 2 below, during the period beginning on the date hereof and ending on the earlier to occur of (i) ninety (90) days following the Effective DateTime (as defined in the Merger Agreement), and (ii) the Expiration Date (as defined below), Holder agrees not to, directly or indirectly, (A) transfer (except as may be specifically required by court order), sell, exchange, tender, pledge, assign, contribute to the capital of any entity, hypothecate or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (B2) Holder agrees not to, directly or indirectly, grant any proxies or powers of attorney, deposit any of such Shares or New Holder's Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Holder's Shares, or enter into any agreement or arrangement providing for any of the actions described in this clauseclause (2) and (3) Holder agrees not to, directly or (C) indirectly, take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s 's obligations under this AgreementAgreement at any time prior to the earlier to occur of (i) the Effective Time, and Holder warrants that it has not agreed to carry out any of (ii) the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the MergerExpiration Date. As used herein, the term “"Expiration Date” " shall mean the earlier to occur of (i) the date of termination of the Merger Agreement in accordance with the terms and provisions thereof. During period from ninety thereof and (90ii) the date on which the Company's Board of Directors withdraws or modifies in a manner adverse to one hundred eighty Parent or Merger Sub the Company Recommendation (180as defined in the Merger Agreement) days following in accordance with the Effective Date, requirements of the foregoing restriction applies to fifty percent (50%second sentence of Section 4.3(e) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not applyMerger Agreement.

Transfer and Encumbrance. Except as contemplated by the Merger Agreement, and except as provided in Sections 1(b) and 2 below, during the period beginning on the date hereof and ending on the earlier to occur of (i) ninety (90) days following the Effective Date, and (ii) the Expiration Date (as defined below), Holder agrees not to, directly or indirectly, (A) transfer (except as may be specifically required by court order), sell, exchange, tender, assign, contribute to the capital of any entity, or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (B) grant any proxies or powers of attorney, deposit any of such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clause, or (C) take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” shall mean the date of termination of the Merger Agreement in accordance with the terms and provisions thereof. During the period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not apply.

Transfer and Encumbrance. Except as contemplated by the Merger Agreement, and except as provided in Sections 1(b) and 2 below, during the period beginning on the date hereof and ending on the earlier to occur of (i) ninety (90) days following the Effective Date, and (ii) the Expiration Date (as defined below), Holder agrees not to, directly or indirectly, (A) transfer (except as may be specifically required by court order), sell, exchange, tender, assign, contribute to the capital of any entity, or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (B) grant any proxies or powers of attorney, deposit any of such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clause, or (C) take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holder’s obligations under this Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding the provisions of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” shall mean the date of termination of the Merger Agreement in accordance with the terms and provisions thereof. During period from the ninety (90) to one hundred eighty (180) days day period following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of or any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not apply.