Common use of Transfer and Other Restrictions Clause in Contracts

Transfer and Other Restrictions. (a) Prior to the termination of this Agreement, Stockholder agrees not to, directly or indirectly: (i) offer for sale, Transfer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, Transfer or other disposition of any or all of the Subject Securities or any interest therein except as provided in Section 1.2 hereof; (ii) grant any proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in this Agreement; or (iii) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Parent), Stockholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and Shares hereunder. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent Common Stock acquired by Stockholder in open market transactions, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this Agreement, or (c) the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereof), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.

Transfer and Other Restrictions. (a) Prior Except pursuant to the termination of this Agreement, Stockholder agrees not tothe Shareholder shall not, directly or indirectly: , (i) offer for sale, Transfer or otherwise dispose of, (as defined below) or enter into any contractContract, option or other arrangement or understanding with respect to (excluding any profit sharing agreement or consent to the offer for sale, any other arrangement that constitutes a Transfer or other disposition of any or all of the economic (but not the voting) interest in such Subject Securities or any interest therein except as provided in Section 1.2 hereof; (iiShares) grant any proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Transfer of, any of its Subject Securities except as provided in this Agreement; or Shares to any Person, (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of its Subject Shares, (iii) take any other action that would make any representation or warranty of Stockholder the Shareholder contained herein untrue or incorrect or have would in any way restrict, limit or interfere with the effect performance of preventing the Shareholder’s obligations hereunder or disabling Stockholder (iv) commit or agree to take any of the foregoing actions; provided, however, that, notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit the Shareholder from performing its obligations selling or disposing of Subject Shares (i) pursuant to any plan of FSI, existing or as contemplated by the Merger Agreement and Contemplated Transactions, designated to satisfy the requirements of Rule 10b5-1 under this Agreement. (b) To the extent Stockholder is, Exchange Act in which the Shareholder is a participant as of the date hereofof this Agreement or (ii) to any Permitted Transferee (as defined below) so long as such Permitted Transferee executes a signature page to this Agreement and delivers the same to the Company, party pursuant to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Parent), Stockholder will not effect any which such Transfer unless and until the transferee Permitted Transferee agrees to be bound by and executes an agreement in the form of a “Shareholder” pursuant to this Agreement with respect to such Subject Shares that are the Subject Securities to be Transferredsubject of such Transfer. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and Shares hereunder. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, “Permitted Transferee” means (i) offera spouse, pledgelineal descendant or antecedent, sellbrother or sister, contract to selladopted child or grandchild or the spouse of any child, sell any option adopted child, grandchild or contract to purchaseadopted grandchild of such Shareholder, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectlytrust, the economic consequence trustees of ownership of which include only the Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, persons named in cash or otherwise. The foregoing sentence shall not apply to clause (ai) transactions relating to Parent Common Stock acquired by Stockholder in open market transactions, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, and the beneficiaries of which are exclusively include only the undersigned and/or a member persons named in clause (i), (iii) any corporation, limited liability company or partnership, the shareholders, members or general or limited partners of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that which include only the transferee or transferees thereof agree persons named in writing to be bound by the provisions of this Agreementclause (i), or (civ) any person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. The Shareholder hereby authorizes and will instruct FSI or its counsel to notify FSI’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares of the Shareholder (and that this Agreement places limits on the voting and transfer of such Subject Shares), subject to the provisions hereof. Notwithstanding the foregoing, any such stop transfer order and notice will immediately be withdrawn and terminated upon any termination of this Agreement pursuant to Section 4.11. “Transfer” means any direct or indirect sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, if or entry into any agreement with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, excluding entry into this Agreement and the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after Merger Agreement and the date hereof), shareholders, or beneficiaries, as the case may be, consummation of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferortransactions contemplated hereby and thereby.

Transfer and Other Restrictions. (a) Prior to the termination earlier of this Agreementthe Effective Time and the Termination Date, Stockholder agrees not tothe Holders shall not, directly or indirectly: , (ia) offer for sale, Transfer or otherwise dispose ofTransfer, or enter into any contractContract, option or other arrangement or understanding with respect to the Transfer of, any Subject Shares to any Person, (b) tender into any tender or consent to the exchange offer for saleany Subject Shares, Transfer whether voluntarily, involuntarily, by operation or other disposition of otherwise or (c) enter into any or all of the Subject Securities or any interest therein except as provided in Section 1.2 hereof; (ii) grant any voting arrangement, whether by proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or otherwise, or grant a proxy or power of attorney or any other Contract, option or other arrangement or understanding with respect to the tendering, voting of or sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (including by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise) with respect to any Subject Securities except as provided in Shares, or deposit any Subject Shares into a voting trust. Notwithstanding the foregoing, this Agreement; or Section 4.02 shall not prohibit (iiii) take a Transfer of any other action that would make Subject Shares by a Holder (A) if such Holder is an individual, to any representation immediate family member or warranty lineal descendant of Stockholder contained herein untrue such Holder or incorrect a trust for the benefit of any such family member or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. lineal descendant, (bB) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Subject Securities to another any person or entity if and solely to the extent required by any non-consensual, final and non-appealable injunction, order, judgment or decree of any Governmental Authority, by divorce decree or by will, intestacy or other similar law, (excluding a contract C) as Parent may agree (prior to such Transfer) in writing in its sole and absolute discretion, or agreement pledging Subject Securities (D) to Parentan Affiliate of such Holder, so long as, in the case of each of the foregoing clauses (i)(A) through (i)(D), Stockholder will not effect any such Transfer unless and until the assignee or transferee agrees to be bound by and executes an agreement in the form terms of this Agreement with respect to the Subject Securities same effect as such Holder and executes and delivers to be Transferred. Nothing herein shall prohibit Stockholder from exercising (the parties hereto a written consent and joinder memorializing such agreement in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and Shares hereunder. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) offer, pledge, sell, contract form reasonably acceptable to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common StockParent, or (ii) enter into (A) the net settlement of such Holder’s options to purchase shares of Company Common Stock (to pay the exercise price thereof and any swap or tax withholding obligations), (B) the net settlement of such Holder’s restricted stock units (including performance-based restricted stock units, if applicable) settled in shares of Company Common Stock (to pay any other agreement or any transaction that transferstax withholding obligations), in whole or in part, directly or indirectly, (C) the economic consequence exercise of ownership such Holder’s options to purchase shares of the Parent Company Common Stock, whether any to the extent such swap or transaction is options would expire prior to be settled by delivery the Effective Time, (D) the sale of Parent Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent a sufficient number of shares of Company Common Stock acquired upon exercise of such Holder’s options pursuant to the foregoing clause (C) or upon the settlement of such Holder’s restricted stock units, in each case 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 Stockholder in open market transactionssuch Holder as a result of such exercise or settlement, (bE) such Holder from selling Subject Shares under any written plan in effect on the transfer, if date hereof providing for the undersigned is an individual, trading of Shares in accordance with Rule 10b5-1 under the Exchange Act that has been disclosed and provided to a member or members of his or her immediate family or Parent prior to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this Agreementdate hereof, or (cF) any Transfer where such Holder retains sole direct and indirect voting control over its Subject Shares through the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereof), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions term of this Agreement. For the purposes Any attempted Transfer of, or other action with respect to, Subject Shares or any interest therein in violation of this paragraph, "immediate family" Section 4.02 shall mean spouse, lineal descendant, father, mother, brother or sister of the transferorbe null and void ab initio.

Transfer and Other Restrictions. (a) Prior to the termination of this Agreement, Stockholder agrees not to, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement, offer for sale, Transfer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, Transfer or other disposition of any or all of the Subject Securities or any interest therein except as provided in Section 1.2 hereof; (ii) grant any proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in this Agreement; or (iii) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to ParentCompany), Stockholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and Shares hereunder. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent Common Stock acquired by Stockholder in open market transactions, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this Agreement, or (c) the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereof), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.

Transfer and Other Restrictions. (a) Prior Except pursuant to the termination of this Agreement, the Stockholder agrees not toshall not, directly or indirectly: , (i) offer for salesell, Transfer transfer, pledge, assign or otherwise dispose ofof (including by gift, merger or otherwise by operation of law) (collectively, “Transfer”), or enter into any contract, agreement, option or other arrangement or understanding with respect to or consent the Transfer of, any of its Subject Shares to the offer for saleany person, Transfer or other disposition of any or all of the Subject Securities or any interest therein except as provided in Section 1.2 hereof; (ii) grant enter into any voting arrangement, whether by proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement otherwise, with respect to the any of its Subject Securities except as provided in this Agreement; or Shares, (iii) take any other action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have would in any way restrict, limit or interfere with the effect performance of preventing the Stockholder’s obligations hereunder or disabling (iv) commit or agree to take any of the foregoing actions; provided, however, that, notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit the Stockholder from performing its obligations under selling or disposing of Subject Shares to any Permitted Transferee (as defined below) so long as such Permitted Transferee executes a signature page to this Agreement. (b) To Agreement and delivers the extent Stockholder issame to Xxxxxx, as of the date hereof, party pursuant to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Parent), Stockholder will not effect any which such Transfer unless and until the transferee Permitted Transferee agrees to be bound by and executes an agreement in the form of “Stockholder” pursuant to this Agreement with respect to such Subject Shares that are the Subject Securities to be Transferredsubject of such Transfer. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and Shares hereunder. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, “Permitted Transferee” means (i) offera spouse, pledgelineal descendant or antecedent, sellbrother or sister, contract to selladopted child or grandchild or the spouse of any child, sell any option adopted child, grandchild or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares adopted grandchild of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common StockStockholder, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectlytrust, the economic consequence trustees of ownership of which include only the Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, persons named in cash or otherwise. The foregoing sentence shall not apply to clause (ai) transactions relating to Parent Common Stock acquired by Stockholder in open market transactions, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, and the beneficiaries of which are exclusively include only the undersigned and/or a member persons named in clause (i), (iii) any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that which include only the transferee or transferees thereof agree persons named in writing to be bound by the provisions of this Agreementclause (i), or (civ) the transferany person by will, if the undersigned for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. The Stockholder hereby authorizes and will instruct Xxxxxx or its counsel to notify Xxxxxx’s transfer agent that there is a partnership, corporation or trust, stop transfer order with respect to partners all of the Subject Shares of the Stockholder (or retired partners who retire after and that this Agreement places limits on the date hereofvoting and transfer of such Subject Shares), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing subject to be bound by the provisions hereof. Notwithstanding the foregoing, any such stop transfer order and notice will immediately be withdrawn and terminated upon any termination of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferorAgreement pursuant to Section 4.11.

Transfer and Other Restrictions. (a) Prior to Stockholder represents, covenants and agrees that, except for the termination of proxy granted in Section 1.3 hereof and as contemplated by this Agreement, : (i) Stockholder agrees not toshall not, directly or indirectly: (i) , during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 5 hereof, offer for salesale or agree to sell, Transfer transfer, tender, assign, pledge, hypothecate or otherwise dispose of, of or enter into any contract, option or other arrangement or understanding with respect to to, or consent to to, the offer for sale, Transfer sale, transfer, tender, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Encumbrance of any nature whatsoever with respect to, any or all of the Subject Securities Shares or any interest therein except as provided in Section 1.2 hereof; therein; (ii) Stockholder shall not grant any proxy, proxy or power of attorney, or deposit any of the Subject Securities Shares into a voting trust or enter into a voting agreement or arrangement other arrangement, with respect to the Subject Securities voting of Shares (each a “Voting Proxy”) except as provided in by this Agreement; or and (iii) take Stockholder has not granted, entered into or otherwise created any other action that would make Voting Proxy which is currently (or which will hereafter become) effective, and if any representation or warranty of Stockholder contained herein untrue or incorrect or have Voting Proxy has been created, such Voting Proxy is hereby revoked. Notwithstanding the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Parent)foregoing, Stockholder will not effect may transfer or otherwise dispose of any Shares (A) in open market resale transactions (e.g. in a transaction in which there have been no discussions, agreements or understandings between the seller and the buyer or their respective agents or representatives and in connection with which no solicitation of buyers or offers to buy has occurred) with respect to resales of any shares of Company Common Stock, and (B) as a bona fide gift or gifts, provided that it shall be a condition to such Transfer unless transfer that each donee thereof executes and until the transferee agrees delivers to be bound by and executes Buyer (1) an agreement with Buyer in the form of this Agreement and (2) an irrevocable proxy in the form attached hereto as Exhibit A, in each case with respect to any and all Shares so transferred, and (C) to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and Shares hereunderCompany. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent Common Stock acquired by Stockholder in open market transactions, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this Agreement, or (c) the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereof), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.

Transfer and Other Restrictions. (a) Prior to the termination of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees not to, and to cause each of his or its Affiliates not to, directly or indirectly: (ia) except in accordance with the terms of the Merger Agreement, offer for sale, Transfer sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale, Transfer sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”), any or all of the Subject Securities he, she or it Beneficially Owns or has any interest therein therein, (i) except as provided in Section 1.2 hereof7 hereof or, (ii) unless each “person” (as defined in the Merger Agreement) to which any of such Securities is or may be Transferred, shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreement; (iib) grant any proxy, proxy or power of attorneyattorney with respect to any of the Securities he or it Beneficially Owns, or deposit any of the Subject Securities he or it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to the Subject any such Securities except as provided in this Agreement; or (iiic) take any other action that would prevent or materially impair the Stockholder from performing any of his or its obligations under this Agreement or that would make any representation or warranty of such Stockholder contained herein hereunder untrue or incorrect or have the effect of preventing or disabling materially impairing the performance by such Stockholder from performing of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of his, her or its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to . Any purported Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Parent), Stockholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form violation of this Agreement with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise Section 6 shall be deemed Subject Securities null and Shares hereundervoid, ab initio. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent Common Stock acquired by Stockholder in open market transactions, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this Agreement, or (c) the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereof), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.

Transfer and Other Restrictions. (a) Prior to Stockholder represents, covenants and agrees that, except for the termination of proxy granted in Section 1.4 hereof and as contemplated by this Agreement, : (i) Stockholder agrees not toshall not, directly or indirectly: (i) , during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 4 hereof, offer for salesale or agree to sell, Transfer transfer, tender, assign, pledge, hypothecate or otherwise dispose of, of or enter into any contract, option or other arrangement or understanding with respect to to, or consent to to, the offer for sale, Transfer sale, transfer, tender, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Encumbrance of any nature whatsoever with respect to any or all of the Subject Securities Shares or any interest therein except as provided in Section 1.2 hereof; thereon; (ii) Stockholder shall not grant any proxy, irrevocable proxy or power of attorney, attorney or deposit any of the Subject Securities Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities voting of Shares (each a “Voting Proxy”) to any person except as provided in by this Agreement; or and (iii) take Stockholder has granted no Voting Proxy which is currently (or which will hereafter become) effective with respect to the Shares, and if any other action that would make Voting Proxy has been granted to any representation or warranty of Stockholder contained herein untrue or incorrect or have person, such Voting Proxy is hereby revoked. Notwithstanding the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Parent)foregoing, Stockholder will not effect may transfer any Shares as a bona fide gift or gifts, provided that it shall be a condition to such Transfer unless transfer that each donee thereof executes and until the transferee agrees delivers to be bound by and executes Parent (A) an agreement with Parent and Merger Sub in the form of this Agreement and (B) an irrevocable proxy in the form attached hereto as Exhibit I, in each case with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and all Shares hereunderso transferred. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent Common Stock acquired by Stockholder in open market transactions, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this Agreement, or (c) the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereof), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.

Transfer and Other Restrictions. (a) Prior to the termination of this Agreement, Stockholder agrees not to, directly or indirectly: (ia) except pursuant to the terms of the Merger Agreement or pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereof, offer for sale, Transfer sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, Transfer sale, transfer, tender, pledge, encumbrance, assignment or other disposition (collectively, "Transfer") of any or all of the Subject Securities or any interest therein therein, except (i) as provided in Section 1.2 6 hereof; (ii) for Transfers of the Securities in the open market; (iii) for private block trades of the Securities, provided that under no circumstances may Stockholder transfer any Securities pursuant to this Section 5(a)(iii) (A) to any person or group which is the "beneficial owner" (as determined pursuant to Rule 13d-3 under the Exchange Act) of 5% or more of the outstanding shares of Company Common Stock or (B) representing 2% or more of the outstanding shares of Company Common Stock to any one person or group and/or (iv) other Transfers (including distributions of Securities by Stockholder to its shareholders) in which each transferee shall have: (A) executed a counterpart of this Agreement and a proxy in the form attached hereto as ANNEX I and (B) agreed in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreement; (iib) grant any proxy, proxy or power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in this Agreement; or (iiic) take any other action that would make for the purpose of making any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Parent), Stockholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect . Notwithstanding anything to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (contrary in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and Shares hereunder. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent Common Stock acquired by Stockholder in open market transactions, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this Agreement, or any Securities Transferred in a manner permitted by Section 5(a) hereof shall be Transferred free and clear of any voting restriction and of the Proxy (c) the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereofas defined below), shareholders, or beneficiaries, as in each case except to the case may be, of the undersigned as a distribution, extent specifically provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferorSection 5(a)(iv).

Transfer and Other Restrictions. (a) Prior to the termination of this Agreement, the Stockholder agrees not to, directly or indirectly: (ia) except pursuant to the terms of the Merger Agreement, offer for sale, Transfer sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale, Transfer sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or enter into a loan that will not be discharged or repaid prior to the record date of any meeting of the holders of the Company Shares at which the adoption of the Merger Agreement is to be considered of (collectively, “transfer”), any or all of the Subject Securities it Beneficially Owns or any interest therein therein, (i) except as provided in Section 1.2 6 hereof or (ii) unless each Person (as defined in the Merger Agreement as of the date hereof) to which any of such Securities it Beneficially Owns (or any interest in any of such Securities) is or may be transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreement; (iib) grant any proxy, proxy or power of attorneyattorney with respect to any of the Securities it Beneficially Owns, or deposit any of the Subject Securities it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to the Subject any such Securities except as provided in this Agreement; or (iiic) take any other action that would prevent or materially impair the Stockholder from performing any of its obligations under this Agreement or that would make any representation or warranty of the Stockholder contained herein hereunder untrue or incorrect in any manner that would prevent or have materially impair the effect performance by the Stockholder of preventing or disabling Stockholder from performing any of its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Parent), Stockholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and Shares hereunder. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent Common Stock acquired by Stockholder in open market transactions, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this Agreement, or (c) the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereof), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.

Transfer and Other Restrictions. (a) Prior to the termination of this Agreement, Stockholder agrees not to, directly or indirectly: (i) except pursuant to the terms of the Plan, offer for sale, Transfer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale Transfer or other disposition of any or all of the Subject Securities or any interest therein except as provided in Section 1.2 hereof; (ii) grant any proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in this Agreement; or (iii) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to ParentHealthvision), Stockholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and Shares hereunder. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Neoforma Common Stock issued to such Stockholder in the Merger or any securities received by such Stockholder in the Merger convertible into or exchangeable or exercisable for Parent Neoforma Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Parent Neoforma Common StockStock issued in the Merger, whether any such swap or transaction is to be settled by delivery of Parent Neoforma Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent Neoforma Common Stock acquired by Stockholder in open market transactionsother than pursuant to the Merger, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this Agreement, or (c) the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereof), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.

Transfer and Other Restrictions. (a) Prior to Stockholder represents, covenants and agrees that, except for the termination of proxy granted in Section 1.3 hereof and as contemplated by this Agreement, : (i) Stockholder agrees not toshall not, directly or indirectly: (i) , during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 5 hereof, offer for salesale or agree to sell, Transfer transfer, tender, assign, pledge, hypothecate or otherwise dispose of, of or enter into any contract, option or other arrangement or understanding with respect to to, or consent to to, the offer for sale, Transfer sale, transfer, tender, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Encumbrance of any nature whatsoever with respect to, any or all of the Subject Securities Shares or any interest therein except as provided in Section 1.2 hereof; therein; (ii) Stockholder shall not grant any proxy, proxy or power of attorney, or deposit any of the Subject Securities Shares into a voting trust or enter into a voting agreement or arrangement other arrangement, with respect to the Subject Securities voting of Shares (each a “Voting Proxy”) except as provided in by this Agreement; or and (iii) take Stockholder has not granted, entered into or otherwise created any other action that would make Voting Proxy which is currently (or which will hereafter become) effective, and if any representation or warranty of Stockholder contained herein untrue or incorrect or have Voting Proxy has been created, such Voting Proxy is hereby revoked. Notwithstanding the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Parent)foregoing, Stockholder will not effect may transfer or otherwise dispose of any Shares (A) in open market resale transactions (e.g. in a transaction in which there have been no discussions, agreements or understandings between the seller and the buyer or their respective agents or representatives and in connection with which no solicitation of buyers or offers to buy has occurred) with respect to resales of any Company Shares, and (B) as a bona fide gift or gifts, provided that it shall be a condition to such Transfer unless transfer that each donee thereof executes and until the transferee agrees delivers to be bound by and executes Parent (1) an agreement with Parent in the form of this Agreement and (2) an irrevocable proxy in the form attached hereto as Exhibit A, in each case with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and all Shares hereunderso transferred. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent Common Stock acquired by Stockholder in open market transactions, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this Agreement, or (c) the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereof), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.

Transfer and Other Restrictions. (a) Prior Except pursuant to the termination of this Agreement, each Stockholder agrees not toshall not, directly or indirectly: , (i) offer for salesell, Transfer transfer, pledge, assign or otherwise dispose ofof (including by gift, merger or otherwise by operation of law) (collectively, “Transfer”), or enter into any contractContract, option or other arrangement or understanding with respect to (excluding any profit sharing agreement or consent to the offer for sale, any other arrangement that constitutes a Transfer or other disposition of any or all of the economic (but not the voting) interest in such Subject Securities or any interest therein except as provided in Section 1.2 hereof; (iiShares) grant any proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Transfer of, any of its Subject Securities except as provided in this Agreement; or Shares to any Person, (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of its Subject Shares, (iii) take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have would in any way restrict, limit or interfere with the effect performance of preventing such Stockholder’s obligations hereunder or disabling Stockholder from performing its obligations under this Agreement. (biv) To the extent Stockholder is, as commit or agree to take any of the date hereofforegoing actions; provided, party to a contract or agreement however, that requires Stockholder to the foregoing restrictions on Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Parent)will not be applicable to, and the Stockholder will not effect be restricted or prohibited from taking, any such Transfer unless and until of the transferee agrees to be bound by and executes an agreement in the form of this Agreement following actions with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising Shares (in accordance with and the terms taking of the option or warrant, as applicablesuch actions will not constitute a breach of this Agreement): (A) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and Shares hereunder. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale a bona fide pledge of, or otherwise dispose grant of a security interest in, Subject Shares in connection with any financing arrangements with a financial institution that is in the business of engaging in such transactions, including any resulting Transfer of such pledged shares (or transfer shares in which a security interest has been granted) upon any shares foreclosure under the indebtedness underlying such pledge or security interest; (B) any Transfer of Subject Shares to an Affiliate of such Stockholder so long as such Affiliate executes an instrument assuming all the rights, benefits and obligations of such Stockholder hereunder and (C) any Transfer of up to twenty percent (20%) of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common StockSubject Shares as of the date of this Agreement so long as, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole unless such Transfer is consummated pursuant to an open market sale or in part, directly or indirectlyan SEC registered underwritten public offering, the economic consequence transferee of ownership such Subject Shares executes an instrument assuming all the rights, benefits and obligations of the Stockholder hereunder. Each Stockholder hereby authorizes and will instruct Parent Common Stockor its counsel to notify Parent’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares of such Stockholder (and that this Agreement places limits on the voting and transfer of such Subject Shares), whether subject to the provisions hereof. Notwithstanding the foregoing, any such swap or transaction is to stop transfer order and notice will immediately be settled by delivery of Parent Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent Common Stock acquired by Stockholder in open market transactions, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions withdrawn and terminated upon any termination of this Agreement, or (c) the transfer, if the undersigned is a partnership, corporation or trust, Agreement pursuant to partners (or retired partners who retire after the date hereof), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferorSection 4.11.

Transfer and Other Restrictions. (a) Prior to the termination of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees not to, and to cause each of his, her or its Affiliates not to, directly or indirectly: (ia) except pursuant to the terms of the Merger Agreement, offer for sale, Transfer sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale, Transfer sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”), any or all of the Subject Securities he, she or it Beneficially Owns or any interest therein therein, (i) except as provided in Section 1.2 7 hereof, (ii) unless each “person” (as defined in the Merger Agreement) to which any of such Securities he, she or it Beneficially Owns (or any interest in any of such Securities) is or may be Transferred, shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreement, or (iii) except for, in the case of Stockholders who are employees of the Company, any Transfer of any Securities to the Company pursuant to the terms of any Company Employee Agreement or any Company Employee Plan upon the termination of such Stockholder’s employment with the Company or a Company Subsidiary; (iib) grant any proxy, proxy or power of attorneyattorney with respect to any of the Securities he, she or it Beneficially Owns, or deposit any of the Subject Securities he, she or it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to the Subject any such Securities except as provided in this Agreement; or (iiic) take any other action that would reasonably be expected to prevent or materially impair the Stockholder from performing any of his, her or its obligations under this Agreement or that would reasonably be expected to make any representation or warranty of such Stockholder contained herein hereunder untrue or incorrect or have the effect of preventing or disabling materially impairing the performance by the Stockholder from performing of any of his or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Stockholder of his, her or its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to . Any purported Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Parent), Stockholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form violation of this Agreement with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise Section 6 shall be deemed Subject Securities null and Shares hereundervoid. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent Common Stock acquired by Stockholder in open market transactions, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this Agreement, or (c) the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereof), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.

Transfer and Other Restrictions. Each Voting Shareholder severally and not jointly, except that (a) Prior with respect to the termination each of this AgreementJxxxx Xxxxx and South Lead Technology Limited, Stockholder jointly and severally (only with respect to themselves) and (b) with respect to each of Sxxxx Xxxx and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees not to, directly or indirectly: (ia) except pursuant to the terms of the Merger Agreement, offer for sale, Transfer sell (constructively or otherwise), transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale, Transfer sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”), any or all of the Subject Securities Voting Shares or any interest therein therein, (i) except as provided in Section 1.2 hereof; 1 hereof or (ii) grant unless each Person to which any proxy, power Voting Shares (or any interest in any Voting Shares) is or may be Transferred shall have: (A) executed a counterpart of attorney, deposit any this Agreement and (B) agreed in writing to hold such Voting Shares (or interest in such Voting Shares) subject to all of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in terms and provisions of this Agreement; or (iiib) take any other action that would prevent or materially impair such Voting Shareholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of Stockholder contained herein such Voting Shareholder hereunder untrue or incorrect or have the effect of preventing or disabling Stockholder from performing materially impairing the performance by such Voting Shareholder of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder of his, her or its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to . Any purported Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Parent), Stockholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form violation of this Agreement with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise Section 5 shall be deemed Subject Securities null and Shares hereundervoid. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent Common Stock acquired by Stockholder in open market transactions, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this Agreement, or (c) the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereof), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.

Transfer and Other Restrictions. (a) Prior to Without Buyer’s prior written consent, the termination of this Agreement, Stockholder agrees not toStockholders shall not, directly or indirectly: , (i) offer for sale, Transfer or otherwise dispose oftransfer, or enter into any contractContract, option or other arrangement or understanding with respect to the Transfer of any Subject Stock to any Person other than (A) with respect to any Stockholder who is an individual, to any immediate family member of such individual or consent any trust for the benefit of such immediate family member, in each case for bona fide estate planning purposes, or to any lineal ascendants or descendants of the individual Stockholder pursuant to the offer for salelaws of descent and distribution, (B) with respect to a Stockholder who is not an individual, to any Affiliate (provided that FSH shall not Transfer any Subject Stock to an Affiliate pursuant to this clause (B) so long as such Subject Stock is pledged pursuant to the FSC Pledge Agreement) or other disposition (C) in the case of FSH, (x) pledges of its Subject Stock in connection with the Sumitomo Facility and any or all exercise of remedies thereunder, including, without limitation, the foreclosure and sale of the Subject Securities or Stock (which pledges FSH shall cause to be released concurrently with Closing in accordance with the Sumitomo Payoff Letter), and (y) pledges of its Subject Stock contemplated by the Asset Purchase Agreement and the applicable Ancillary Agreements and any interest therein except as provided in Section 1.2 hereof; (ii) grant any proxyexercise of remedies thereunder, power of attorneyincluding, deposit any without limitation, the foreclosure and sale of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to Stock, provided that, in the Subject Securities except as provided in case of clauses (A) and (B) of this Agreement; or (iii) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to ParentSection 2.03(a)(i), Stockholder will not effect any the applicable transferee executes a joinder hereto that is reasonably satisfactory to Buyer in which such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warranthereof as a Stockholder (any such transferee, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and Shares hereunder. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stocka “Permitted Transferee”), or (ii) other than as expressly contemplated by Section 2.02, enter into any swap or any other voting arrangement, whether by proxy, voting agreement or otherwise, or grant a proxy or power of attorney with respect to any transaction Subject Stock (other than pursuant to the FSC Pledge Agreement, if applicable); provided that transfersno such Transfer to a Permitted Transferee permitted hereunder shall relieve a Stockholder from its obligations under this Agreement, other than with respect to Subject Stock Transferred in whole or accordance with this Section 2.03(a). (b) Notwithstanding anything to the contrary in partSection 2.03(a), directly or indirectlysubject to complying with Section 2.03(c), from and after the Closing, the economic consequence Stockholders may (i) Transfer shares of ownership Company Common Stock to any Acceptable Person after complying with Section 2.03(c)(ii) or Section 2.03(c)(iii) and (ii) collectively in any period of forty-five (45) consecutive days Transfer up to an aggregate of one percent (1.0%) of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery outstanding shares of Parent Company Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent based upon the last publicly reported count of shares of Company Common Stock acquired by Stockholder the Company as of the first day of such forty-five (45) day period) (the “Share Threshold”) without the prior written consent of Buyer in accordance with applicable Law either (A) in open market transactionstransactions effected only pursuant to (x) a Rule 10b5-1 Plan, or (by) a limit order executed by a broker in compliance with Section 2.03(c)(ii), or (B) in a private transaction or transactions involving one or more Specified Persons (other than any Acceptable Person) in compliance with Section 2.03(c)(iii) (in each case, an “Authorized Transfer”). With respect to any Rule 10b5-1 Plan, subject to complying with Section 2.03(c), a Stockholder may deliver an Open Market Notice (as defined below) following the transfer, if date of the undersigned is an individual, Stockholders Meeting where the Company’s stockholders approve the FSC Investment Advisory Agreement pursuant to a member or members which Buyer will become the “investment adviser” (as contemplated by Section 15 of his or her immediate family the Investment Company Act) and the election of the directors required to satisfy the BDC Governance Conditions so long as Transfers cannot be initiated under such Rule 10b5-1 Plan until the second (2nd) Business Day after the Closing Date. Transfers to any Acceptable Person or to a trust, Buyer or its Affiliates shall not count against the beneficiaries Share Threshold for any period. Any other Transfer (other than pursuant to Section 2.03(a)) shall require the prior written consent of which are exclusively Buyer. To the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided extent that the transferee or transferees thereof Buyer at any time approves the sale of shares of Company Common Stock by a Stockholder in any forty-five (45) day period in excess of the applicable Share Threshold, such excess shares shall not reduce the calculation of the Share Threshold for any other forty-five (45) day period, except to the extent Buyer and such Stockholder otherwise agree in writing to be bound by the provisions writing. For purposes of this Agreement, or (ci) “Specified Person” shall mean with respect to any Authorized Transfer pursuant to Section 2.03(c)(iii), any Person who, as of the transfer, if the undersigned is a partnership, corporation or trust, Business Day immediately prior to partners (or retired partners who retire after the date hereof)of such Transfer, shareholders, or beneficiarieshas not filed and will not, as the case may bea result of such Transfer, be required to file, a Schedule 13D on EXXXX reporting ownership of more than five percent (5%) of the undersigned as issued and outstanding shares of Company Common Stock, and (ii) “Rule 10b5-1 Plan” means a distributionplan, provided contract or instructions entered into or given by a Stockholder that the distributees thereof agree in writing is intended to be bound of the type of plan, contract or instructions contemplated by Rule 10b5-1 under the provisions Exchange Act. Any Subject Stock Transferred in accordance with the applicable provision of this Agreement. For the purposes of this paragraph, "immediate family" Section 2.03(b) and Section 2.03(c) shall mean spouse, lineal descendant, father, mother, brother or sister of the transferorcease to be Subject Stock.

Transfer and Other Restrictions. (a) Prior to Stockholder represents, covenants and agrees that, except for the termination of proxy granted in Section 1.3 hereof and as contemplated by this Agreement, : (i) Stockholder agrees not toshall not, directly or indirectly: (i) , during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 5 hereof, offer for salesale or agree to sell, Transfer transfer, tender, assign, pledge, hypothecate or otherwise dispose of, of or enter into any contract, option or other arrangement or understanding with respect to to, or consent to to, the offer for sale, Transfer sale, transfer, tender, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Encumbrance of any nature whatsoever with respect to, any or all of the Subject Securities Shares or any interest therein except as provided in Section 1.2 hereof; therein; (ii) Stockholder shall not grant any proxy, proxy or power of attorney, or deposit any of the Subject Securities Shares into a voting trust or enter into a voting agreement or arrangement other arrangement, with respect to the Subject Securities voting of Shares (each a “Voting Proxy”) except as provided in by this Agreement; or and (iii) take Stockholder has not granted, entered into or otherwise created any other action that would make Voting Proxy which is currently (or which will hereafter become) effective, and if any representation or warranty of Stockholder contained herein untrue or incorrect or have Voting Proxy has been created, such Voting Proxy is hereby revoked. Notwithstanding the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Parent)foregoing, Stockholder will not effect may sell, transfer, tender, assign, pledge, hypothecate or otherwise dispose of any such Transfer unless Shares (A) in open market resale transactions (e.g. in a transaction in which there have been no discussions, agreements or understandings between the seller and until the buyer or their respective agents or representatives and in connection with which no solicitation of buyers or offers to buy has occurred) with respect to resales of any shares of Company Common Stock, (B) to any affiliate of Stockholder, and (C) as a bona fide gift or gifts, provided that it shall be a condition to the transfers identified in clauses (B) and (C) that each transferee agrees or donee thereof executes and delivers to be bound by and executes Buyer (1) an agreement with Buyer in the form of this Agreement and (2) an irrevocable proxy in the form attached hereto as Exhibit A, in each case with respect to any and all Shares so transferred, and (C) to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and Shares hereunderCompany. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent Common Stock acquired by Stockholder in open market transactions, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this Agreement, or (c) the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereof), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.

Transfer and Other Restrictions. (a) Prior to Without Buyer’s prior written consent, the termination of this Agreement, Stockholder agrees not toStockholders shall not, directly or indirectly: , (i) offer for sale, Transfer or otherwise dispose oftransfer, or enter into any contractContract, option or other arrangement or understanding with respect to the Transfer of any Subject Stock to any Person other than (A) with respect to any Stockholder who is an individual, to any immediate family member of such individual or consent any trust for the benefit of such immediate family member, in each case for bona fide estate planning purposes, or to any lineal ascendants or descendants of the individual Stockholder pursuant to the offer for salelaws of descent and distribution, (B) with respect to a Stockholder who is not an individual, to any Affiliate (provided that FSH shall not Transfer any Subject Stock to an Affiliate pursuant to this clause (B) so long as such Subject Stock is pledged pursuant to the FSC Pledge Agreement) or other disposition (C) in the case of FSH, (x) pledges of its Subject Stock in connection with the Sumitomo Facility and any or all exercise of remedies thereunder, including, without limitation, the foreclosure and sale of the Subject Securities or Stock (which pledges FSH shall cause to be released concurrently with Closing in accordance with the Sumitomo Payoff Letter), and (y) pledges of its Subject Stock contemplated by the Asset Purchase Agreement and the applicable Ancillary Agreements and any interest therein except as provided in Section 1.2 hereof; (ii) grant any proxyexercise of remedies thereunder, power of attorneyincluding, deposit any without limitation, the foreclosure and sale of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to Stock, provided that, in the Subject Securities except as provided in case of clauses (A) and (B) of this Agreement; or (iii) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to ParentSection 2.03(a)(i), Stockholder will not effect any the applicable transferee executes a joinder hereto that is reasonably satisfactory to Buyer in which such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warranthereof as a Stockholder (any such transferee, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and Shares hereunder. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stocka “Permitted Transferee”), or (ii) other than as expressly contemplated by Section 2.02, enter into any swap or any other voting arrangement, whether by proxy, voting agreement or otherwise, or grant a proxy or power of attorney with respect to any transaction Subject Stock (other than pursuant to the FSC Pledge Agreement, if applicable); provided that transfersno such Transfer to a Permitted Transferee permitted hereunder shall relieve a Stockholder from its obligations under this Agreement, other than with respect to Subject Stock Transferred in whole or accordance with this Section 2.03(a). (b) Notwithstanding anything to the contrary in partSection 2.03(a), directly or indirectlysubject to complying with Section 2.03(c), from and after the Closing, the economic consequence Stockholders may (i) Transfer shares of ownership Company Common Stock to any Acceptable Person after complying with Section 2.03(c)(ii) or Section 2.03(c)(iii) and (ii) collectively in any period of forty-five (45) consecutive days Transfer up to an aggregate of one percent (1.0%) of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery outstanding shares of Parent Company Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent based upon the last publicly reported count of shares of Company Common Stock acquired by Stockholder the Company as of the first day of such forty-five (45) day period) (the “Share Threshold”) without the prior written consent of Buyer in accordance with applicable Law either (A) in open market transactionstransactions effected only pursuant to (x) a Rule 10b5-1 Plan, or (by) a limit order executed by a broker in compliance with Section 2.03(c)(ii), or (B) in a private transaction or transactions involving one or more Specified Persons (other than any Acceptable Person) in compliance with Section 2.03(c)(iii) (in each case, an “Authorized Transfer”). With respect to any Rule 10b5-1 Plan, subject to complying with Section 2.03(c), a Stockholder may deliver an Open Market Notice (as defined below) following the transfer, if date of the undersigned is an individual, Stockholders Meeting where the Company’s stockholders approve the FSC Investment Advisory Agreement pursuant to a member or members which Buyer will become the “investment adviser” (as contemplated by Section 15 of his or her immediate family the Investment Company Act) and the election of the directors required to satisfy the BDC Governance Conditions so long as Transfers cannot be initiated under such Rule 10b5-1 Plan until the second (2nd) Business Day after the Closing Date. Transfers to any Acceptable Person or to a trust, Buyer or its Affiliates shall not count against the beneficiaries Share Threshold for any period. Any other Transfer (other than pursuant to Section 2.03(a)) shall require the prior written consent of which are exclusively Buyer. To the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided extent that the transferee or transferees thereof Buyer at any time approves the sale of shares of Company Common Stock by a Stockholder in any forty-five (45) day period in excess of the applicable Share Threshold, such excess shares shall not reduce the calculation of the Share Threshold for any other forty-five (45) day period, except to the extent Buyer and such Stockholder otherwise agree in writing to be bound by the provisions writing. For purposes of this Agreement, or (ci) “Specified Person” shall mean with respect to any Authorized Transfer pursuant to Section 2.03(c)(iii), any Person who, as of the transfer, if the undersigned is a partnership, corporation or trust, Business Day immediately prior to partners (or retired partners who retire after the date hereof)of such Transfer, shareholders, or beneficiarieshas not filed and will not, as the case may bea result of such Transfer, be required to file, a Schedule 13D on XXXXX reporting ownership of more than five percent (5%) of the undersigned as issued and outstanding shares of Company Common Stock, and (ii) “Rule 10b5-1 Plan” means a distributionplan, provided contract or instructions entered into or given by a Stockholder that the distributees thereof agree in writing is intended to be bound of the type of plan, contract or instructions contemplated by Rule 10b5-1 under the provisions Exchange Act. Any Subject Stock Transferred in accordance with the applicable provision of this Agreement. For the purposes of this paragraph, "immediate family" Section 2.03(b) and Section 2.03(c) shall mean spouse, lineal descendant, father, mother, brother or sister of the transferorcease to be Subject Stock.

Transfer and Other Restrictions. (a) Prior to Without Buyer’s prior written consent, the termination of this Agreement, Stockholder agrees not toStockholders shall not, directly or indirectly: , (i) offer for sale, Transfer or otherwise dispose oftransfer, or enter into any contractContract, option or other arrangement or understanding with respect to the Transfer of any Subject Stock to any Person other than (A) with respect to any Stockholder who is an individual, to any immediate family member of such individual or consent any trust for the benefit of such immediate family member, in each case for bona fide estate planning purposes, or to any lineal ascendants or descendants of the individual Stockholder pursuant to the offer for salelaws of descent and distribution, (B) with respect to a Stockholder who is not an individual, to any Affiliate (provided that FSH shall not Transfer any Subject Stock to an Affiliate pursuant to this clause (B) so long as such Subject Stock is pledged pursuant to the FSC Pledge Agreement) or other disposition (C) in the case of FSH, (x) pledges of its Subject Stock in connection with the Sumitomo Facility and any or all exercise of remedies thereunder, including, without limitation, the foreclosure and sale of the Subject Securities or Stock (which pledges FSH shall cause to be released concurrently with Closing in accordance with the Sumitomo Payoff Letter), and (y) pledges of its Subject Stock contemplated by the Asset Purchase Agreement and the applicable Ancillary Agreements and any interest therein except as provided in Section 1.2 hereof; (ii) grant any proxyexercise of remedies thereunder, power of attorneyincluding, deposit any without limitation, the foreclosure and sale of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to Stock, provided that, in the Subject Securities except as provided in case of clauses (A) and (B) of this Agreement; or (iii) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to ParentSection 2.03(a)(i), Stockholder will not effect any the applicable transferee executes a joinder hereto that is reasonably satisfactory to Buyer in which such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warranthereof as a Stockholder (any such transferee, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and Shares hereunder. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stocka “Permitted Transferee”), or (ii) other than as expressly contemplated by Section 2.02, enter into any swap or any other voting arrangement, whether by proxy, voting agreement or otherwise, or grant a proxy or power of attorney with respect to any transaction Subject Stock (other than pursuant to the FSC Pledge Agreement, if applicable); provided that transfersno such Transfer to a Permitted Transferee permitted hereunder shall relieve a Stockholder from its obligations under this Agreement, other than with respect to Subject Stock Transferred in whole or accordance with this Section 2.03(a). (b) Notwithstanding anything to the contrary in partSection 2.03(a), directly or indirectlysubject to complying with Section 2.03(c), from and after the Closing, the economic consequence Stockholders may (i) Transfer shares of ownership Company Common Stock to any Acceptable Person after complying with Section 2.03(c)(ii) or Section 2.03(c)(iii) and (ii) collectively in any period of forty-five (45) consecutive days Transfer up to an aggregate of one percent (1.0%) of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery outstanding shares of Parent Company Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent based upon the last publicly reported count of shares of Company Common Stock acquired by Stockholder the Company as of the first day of such forty-five (45) day period) (the “Share Threshold”) without the prior written consent of Buyer in accordance with applicable Law either (A) in open market transactions, transactions effected only pursuant to (bx) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this AgreementRule 10b5-1 Plan, or (cy) the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereoflimit order executed by a broker in compliance with Section 2.03(c)(ii), shareholdersor (B) in a private transaction or transactions involving one or more Specified Persons (other than any Acceptable Person) in compliance with Section 2.03(c)(iii) (in each case, or beneficiariesan “Authorized Transfer”). With respect to any Rule 10b5-1 Plan, as the case subject to complying with Section 2.03(c), a Stockholder may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.deliver an Open Market

Transfer and Other Restrictions. (a) Prior to Shareholder represents, covenants and agrees that, except for the termination of proxy granted in Section 1.3 hereof and as contemplated by this Agreement, Stockholder agrees not toand except as agreed to by Parent in writing: (i) Shareholder shall not, directly or indirectly: (i) , during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 4 hereof, offer for salesale or agree to sell, Transfer transfer, tender, assign, pledge, hypothecate or otherwise dispose of, of or enter into any contract, option or other arrangement or understanding with respect to to, or consent to to, the offer for sale, Transfer sale, transfer, tender, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Lien of any nature whatsoever with respect to, any or all of the Subject Securities Shares or any interest therein except as provided in Section 1.2 hereof; (ii) Shareholder shall not grant any proxy, proxy or power of attorney, or deposit any of the Subject Securities Shares into a voting trust or enter into a voting agreement or arrangement other arrangement, with respect to the Subject Securities voting of Shares (each a “Voting Proxy”) except (A) as provided in by this Agreement, (B) proxies delivered to management in connection with proposals, including the election of directors, submitted to stockholders at the 2010 annual meeting of stockholders, so long as such proxies do not contravene Shareholder's obligations pursuant to Section 1.2 hereof or (C) by order of a court of competent jurisdiction; or and (iii) take Shareholder has not granted, entered into or otherwise created any other action that would make Voting Proxy which is currently (or which will hereafter become) effective, and if any representation Voting Proxy has been created, such Voting Proxy is hereby revoked. Notwithstanding the foregoing, Shareholder may transfer any or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. (b) To the extent Stockholder is, as all of the Shares (i) as a bona fide gift or gifts; (ii) by testamentary or intestate succession or will, or by operation of law, in which case this Agreement shall bind the transferee; (iii) in connection with estate or charitable planning purposes, including Transfers to relatives, trusts and charitable organizations; or (iv) under any written trading plan adopted prior to the date hereofof this Agreement under Rule 10b5-1 of the Exchange Act, party to a contract provided that in the case of the foregoing clauses (i) or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Parentiii), Stockholder will not effect any it shall be a condition to such Transfer unless transfer that each donee thereof executes and until the transferee agrees delivers to be bound by and executes Parent (A) an agreement with Parent in the form of this Agreement and (B) an irrevocable proxy in the form attached hereto as Exhibit I, in each case with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and all Shares hereunderso transferred. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent Common Stock acquired by Stockholder in open market transactions, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this Agreement, or (c) the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereof), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.

Transfer and Other Restrictions. (a) Prior to Stockholder represents, covenants and agrees that, except for the termination of proxy granted in Section 1.3 hereof and as contemplated by this Agreement, : (i) Stockholder agrees not toshall not, directly or indirectly: (i) , during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 5 hereof, offer for salesale or agree to sell, Transfer transfer, tender, assign, pledge, hypothecate or otherwise dispose of, of or enter into any contract, option or other arrangement or understanding with respect to to, or consent to to, the offer for sale, Transfer sale, transfer, tender, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Encumbrance of any nature whatsoever with respect to, any or all of the Subject Securities Shares or any interest therein except as provided in Section 1.2 hereof; therein; (ii) Stockholder shall not grant any proxy, proxy or power of attorney, or deposit any of the Subject Securities Shares into a voting trust or enter into a voting agreement or arrangement other arrangement, with respect to the Subject Securities voting of Shares (each a “Voting Proxy”) except as provided in by this Agreement; or and (iii) take Stockholder has not granted, entered into or otherwise created any other action that would make Voting Proxy which is currently (or which will hereafter become) effective, and if any representation or warranty of Stockholder contained herein untrue or incorrect or have Voting Proxy has been created, such Voting Proxy is hereby revoked. Notwithstanding the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Parent)foregoing, Stockholder will not effect may transfer or otherwise dispose of any Shares (A) in open market resale transactions (e.g. in a transaction in which there have been no discussions, agreements or understandings between the seller and the buyer or their respective agents or representatives and in connection with which no solicitation of buyers or offers to buy has occurred) with respect to resales of any Shares, (B) as a bona fide gift or gifts, provided that it shall be a condition to such Transfer unless transfer that each donee thereof executes and until the transferee agrees delivers to be bound by and executes Parent (1) an agreement with Parent in the form of this Agreement and (2) an irrevocable proxy in the form attached hereto as EXHIBIT A, in each case with respect to any and all Shares so transferred and (C) to Permitted Transferees, provided that it shall be a condition to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with allowability of such transfer that at or before the terms time of the option or warrant, transfer each Permitted Transferee thereof executes and delivers to Parent (1) an agreement with Parent in the form of this Agreement and (2) an irrevocable proxy in the form attached hereto as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and Shares hereunder. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfersEXHIBIT A, in whole or in parteach case with respect to any and all Shares so transferred. For purposes of this Section 2, directly or indirectly, the economic consequence of ownership of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to “Permitted Transferee” means (a) transactions relating to Parent Common Stock acquired by Stockholder in open market transactionsa spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of the Stockholder, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a any trust, the beneficiaries of which are exclusively include only the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree persons named in writing to be bound by the provisions of this Agreementclause (a), or (c) the transferany corporation, if the undersigned is a limited liability company or partnership, corporation the stockholders, members and general or trust, to limited partners of which include only the persons named in clause (or retired partners who retire after the date hereofa), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.

Transfer and Other Restrictions. (a) Prior to the termination of this Agreement, Stockholder agrees not to, directly or indirectly: (i) except pursuant to the terms of the Plan, offer for sale, Transfer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale Transfer or other disposition of any or all of the Subject Securities or any interest therein except as provided in Section 1.2 hereof; (ii) grant any proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in this Agreement; or (iii) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to ParentHealthvision), Stockholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and Shares hereunder. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Neoforma Common Stock issued to such Stockholder in the Merger or any securities received by such Stockholder in the Merger convertible into or exchangeable or exercisable for Parent Neoforma Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Parent Neoforma Common StockStock issued in the Merger, whether any such swap or transaction is to be settled by delivery of Parent Neoforma Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent Neoforma Common Stock acquired by Stockholder in open market transactionsother than pursuant to the Merger, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this Agreement, or (c) the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereof), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.on

Transfer and Other Restrictions. (a) Prior to Stockholder represents, covenants and agrees that, except for the termination of proxy granted in Section 1.4 hereof and as contemplated by this Agreement, : (i) Stockholder agrees not toshall not, directly or indirectly: (i) , during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 4 hereof, offer for salesale or agree to sell, Transfer transfer, tender, assign, pledge, hypothecate or otherwise dispose of, of or enter into any contract, option or other arrangement or understanding with respect to to, or consent to to, the offer for sale, Transfer sale, transfer, tender, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Encumbrance of any nature whatsoever with respect to any or all of the Subject Securities Shares or any interest therein except as provided in Section 1.2 hereof; thereon; (ii) Stockholder shall not grant any proxy, irrevocable proxy or power of attorney, attorney or deposit any of the Subject Securities Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities voting of Shares (each a "VOTING PROXY") to any person except as provided in by this Agreement; or and (iii) take Stockholder has granted no Voting Proxy which is currently (or which will hereafter become) effective with respect to the Shares, and if any other action that would make Voting Proxy has been granted to any representation or warranty of Stockholder contained herein untrue or incorrect or have person, such Voting Proxy is hereby revoked. Notwithstanding the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Parent)foregoing, Stockholder will not effect may transfer any Shares as a bona fide gift or gifts, provided that it shall be a condition to such Transfer unless transfer that each donee thereof executes and until the transferee agrees delivers to be bound by and executes Parent (A) an agreement with Parent and Merger Sub in the form of this Agreement and (B) an irrevocable proxy in the form attached hereto as Exhibit I, in each case with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and all Shares hereunderso transferred. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent Common Stock acquired by Stockholder in open market transactions, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this Agreement, or (c) the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereof), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.

Transfer and Other Restrictions. Shareholder represents, covenants and agrees that, except as agreed to by Parent in writing: (ai) Prior to the termination of this Agreement, Stockholder agrees not toShareholder shall not, directly or indirectly: (i) , during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 4 hereof, offer for salesale or agree to sell, Transfer transfer, tender, assign, pledge, hypothecate or otherwise dispose of, of or enter into any contract, option or other arrangement or understanding with respect to to, or consent to to, the offer for sale, Transfer sale, transfer, tender, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Lien of any nature whatsoever with respect to, any or all of the Subject Securities Shares or any interest therein except as provided in Section 1.2 hereof; (ii) Shareholder shall not grant any proxy, proxy or power of attorney, or deposit any of the Subject Securities Shares into a voting trust or enter into a voting agreement or arrangement other arrangement, with respect to the Subject Securities voting of Shares (each a “Voting Proxy”) except (A) proxies delivered to management in connection with proposals, including the election of directors, submitted to stockholders at the 2010 annual meeting of stockholders, so long as provided in this Agreementsuch proxies do not contravene Shareholder's obligations pursuant to Section 1.2 hereof or (B) by order of a court of competent jurisdiction; or and (iii) take Shareholder has not granted, entered into or otherwise created any other action that would make Voting Proxy which is currently (or which will hereafter become) effective, and if any representation Voting Proxy has been created, such Voting Proxy is hereby revoked. Notwithstanding the foregoing, Shareholder may transfer any or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. (b) To the extent Stockholder is, as all of the Shares (i) as a bona fide gift or gifts; (ii) by testamentary or intestate succession or will, or by operation of law, in which case this Agreement shall bind the transferee; (iii) in connection with estate or charitable planning purposes, including Transfers to relatives, trusts and charitable organizations; or (iv) under any written trading plan adopted prior to the date hereofof this Agreement under Rule 10b5-1 of the Exchange Act, party to a contract provided that in the case of the foregoing clauses (i) or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Parentiii), Stockholder will not effect any it shall be a condition to such Transfer unless transfer that each donee thereof executes and until the transferee agrees delivers to be bound by and executes Parent an agreement with Parent in the form of this Agreement Agreement, in each case with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and all Shares hereunderso transferred. (c) Until July 24, 2000, Stockholder will not, directly or indirectly, (i) 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 for the sale of, or otherwise dispose of or transfer any shares of the Parent Common Stock or any securities convertible into or exchangeable or exercisable for Parent Common Stock, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Parent Common Stock acquired by Stockholder in open market transactions, (b) the transfer, if the undersigned is an individual, to a member or members of his or her immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family, either during his or her lifetime or on death by will or intestacy, provided that the transferee or transferees thereof agree in writing to be bound by the provisions of this Agreement, or (c) the transfer, if the undersigned is a partnership, corporation or trust, to partners (or retired partners who retire after the date hereof), shareholders, or beneficiaries, as the case may be, of the undersigned as a distribution, provided that the distributees thereof agree in writing to be bound by the provisions of this Agreement. For the purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor.