Common use of Transfer and Other Restrictions Clause in Contracts

Transfer and Other Restrictions. Prior to the termination of this Agreement, Stockholder agrees not to, directly or indirectly: (a) 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, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition (collectively, “Transfer”) of any or all of the Securities or any interest therein, except (i) as provided in Section 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; (b) grant any proxy or power of attorney, deposit any of the Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Securities except as provided in this Agreement; or (c) take any other action for the purpose of making any representation or warranty of Stockholder contained herein untrue or incorrect or of preventing or disabling Stockholder from performing its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, 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 (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv).

Transfer and Other Restrictions. Prior to the termination of this Agreement, Stockholder each of PSCM and PSGP agrees not to, and to cause, (1) in the case of PSCM, each of the Stockholders, (2) in the case of PSGP, each of PS and PS II, and (3) in the case of both PSCM and PSGP, each of their respective Affiliates, not to, directly or indirectly: (a) 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 hereofAgreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale, 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, “Transfertransfer”) of ), any or all of the Securities it Beneficially Owns or any interest therein, except (i) except as provided in Section 6 hereof; hereof or (ii) for Transfers unless each Person (as defined in the Merger Agreement as 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) (Adate hereof) to which any person of such Securities it Beneficially Owns (or group which any interest in any of such Securities) 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 may be transferred 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; (b) grant any proxy or power of attorneyattorney with respect to any of the Securities it Beneficially Owns, or deposit any of the Securities it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to the any such Securities except as provided in this Agreement; or (c) take any other action for the purpose that would prevent or materially impair PSCM or PSGP from performing any of making its obligations under this Agreement or that would make any representation or warranty of Stockholder contained herein PSCM or PSGP hereunder untrue or incorrect in any manner that would prevent or materially impair the performance by PSCM or PSGP of preventing or disabling Stockholder from performing any of its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, 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 (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv).

Transfer and Other Restrictions. Prior to the termination of this Agreement, Stockholder each Shareholder hereby irrevocably and unconditionally agrees not to, directly or indirectly: (a) 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, 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, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (collectively, “Transfer”) of ), any or all of the Securities such Shareholder holds or beneficially owns or has any interest therein, except (i) except as provided in Section 6 hereof; 7 hereof or, (ii) for Transfers unless each Person to which any of the such Securities in the open market; (iii) for private block trades of the Securitiesis or may be Transferred, 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; (b) grant any proxy or power of attorneyattorney with respect to any of the Securities such Shareholder holds or beneficially owns, or deposit any of the Securities such Shareholder holds or beneficially owns into a voting trust or enter into a voting agreement or arrangement with respect to the Securities any such Securities, in each case except as provided in this Agreement; or (c) take any other action for the purpose that would prevent or materially impair such Shareholder from performing any of making its obligations under this Agreement or that would make any representation or warranty of Stockholder contained herein such Shareholder hereunder untrue or incorrect or have the effect of preventing or disabling Stockholder from performing materially impairing the performance by such Shareholder of any of its obligations under this Agreement. Notwithstanding anything . (d) For the avoidance of doubt, notwithstanding any other provision of this Agreement to the contrary contrary, the restrictions set forth in this Section 6(a), (b) and (c) shall not apply to any Transfer of any Securities in accordance with any share pledge agreements in respect of any such Securities entered into by either Shareholder prior to the date of this Agreement, any Securities Transferred in provided that no such share pledge agreement shall have a manner permitted by Section 5(a) hereof shall be Transferred free and clear materially adverse impact on the ability of any voting restriction and of the Proxy (as defined below), in each case except such shareholder to the extent specifically provided by Section 5(a)(iv)perform its obligations hereunder.

Transfer and Other Restrictions. Prior to the termination of this Agreement, Stockholder each Shareholder hereby irrevocably and unconditionally agrees not to, and to cause each of his or her Affiliates not to, directly or indirectly: (a) 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 hereofAgreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfertransfer”) of ), any or all of the Securities it Beneficially Owns or any interest therein, except (i) except as provided in Section 6 hereof; 7 hereof or (ii) for Transfers unless each Person to which any of the such Securities it Beneficially Owns (or any interest in the open market; (iiiany of such Securities) for private block trades of the Securities, provided that under no circumstances is or 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 be transferred 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; (b) grant any proxy or power of attorneyattorney with respect to any of the Securities it Beneficially Owns, or deposit any of the Securities it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to the any such Securities except as provided in this Agreement; or (c) take any other action for that would prevent or materially impair the purpose Shareholder from performing any of making his or her obligations under this Agreement or that would make any representation or warranty of Stockholder contained herein such Shareholder hereunder untrue or incorrect or have the effect of preventing or disabling Stockholder from performing materially impairing the performance by the Shareholder of any of his or her 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 Shareholder of his or her obligations under this Agreement. Notwithstanding anything to the contrary Any purported transfer in violation of this Agreement, any Securities Transferred in a manner permitted by Section 5(a) hereof 6 shall be Transferred free null and clear of any voting restriction and of the Proxy (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv)void.

Transfer and Other Restrictions. Prior to the termination of this Agreement, Stockholder each Stockholder, severally and not jointly and severally, hereby irrevocably and unconditionally agrees not to, and to cause each of its controlled Affiliates not to, directly or indirectly: (a) 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, 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, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (including by merger or otherwise by operation of law), or enter into a loan of (collectively, “Transfertransfer”) of ), any or all of the Securities it Beneficially Owns or any interest therein, except (i) as provided in Section 6 hereof; 2(e) hereof or (ii) for Transfers transfers of the Securities in the open marketit Beneficially Owns to an Affiliate; (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 such Affiliate 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; (b) grant any proxy or power of attorneyattorney with respect to any of the Securities it Beneficially Owns, or deposit any of the Securities it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to the any such Securities except as provided in this Agreement or any proxy or power of attorney granted in favor of its investment manager on terms not inconsistent with the terms of this Agreement; or (c) take any other action for that would prevent or materially impair the purpose Stockholder from performing any of making 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 the Stockholder from performing of any of its obligations under this Agreement. Notwithstanding anything to the contrary Any purported transfer in violation of this Agreement, any Securities Transferred in a manner permitted by Section 5(a) hereof 6 shall be Transferred free null and clear of any voting restriction and of the Proxy (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv)void.

Transfer and Other Restrictions. Prior Each Voting Shareholder severally and not jointly, except that (a) with respect to the termination each of this AgreementXxxxx Xxxxx and South Lead Technology Limited, Stockholder jointly and severally (only with respect to themselves) and (b) with respect to each of Xxxxx Xxxx and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees not to, directly or indirectly: (a) 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 hereofAgreement, offer for sale, sellsell (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, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”) of ), any or all of the Securities Voting Shares or any interest therein, except (i) except as provided in Section 6 hereof; 1 hereof or (ii) for Transfers of the Securities unless each Person to which any Voting Shares (or any interest in the open market; (iiiany Voting Shares) for private block trades of the Securities, provided that under no circumstances is or 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 be Transferred 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 Voting Shares (or interest in such SecuritiesVoting Shares) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney, deposit any of the Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Securities except as provided in this Agreement; or (cb) take any other action for the purpose that would prevent or materially impair such Voting Shareholder from performing any of making 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. Notwithstanding anything to the contrary Any purported Transfer in violation of this Agreement, any Securities Transferred in a manner permitted by Section 5(a) hereof 5 shall be Transferred free null and clear of any voting restriction and of the Proxy (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv)void.

Transfer and Other Restrictions. Prior to the termination of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees not to, and to cause each of his or her Affiliates not to, directly or indirectly: (a) 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 hereofAgreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfertransfer”) of ), any or all of the Securities he or she Beneficially Owns or any interest therein, except (i) except as provided in Section 6 hereof; 7 hereof or (ii) for Transfers unless each Person to which any of the such Securities he or she Beneficially Owns (or any interest in the open market; (iiiany of such Securities) for private block trades of the Securities, provided that under no circumstances is or 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 be transferred 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; (b) grant any proxy or power of attorneyattorney with respect to any of the Securities it Beneficially Owns, or deposit any of the Securities it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to the any such Securities except as provided in this Agreement; or (c) take any other action for that would prevent or materially impair the purpose Stockholder from performing any of making his or her 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 the Stockholder from performing of any of his or her 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 or her obligations under this Agreement. Notwithstanding anything to the contrary Any purported transfer in violation of this Agreement, any Securities Transferred in a manner permitted by Section 5(a) hereof 6 shall be Transferred free null and clear of any voting restriction and of the Proxy (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv)void.

Transfer and Other Restrictions. Prior to (a) Without Buyer’s prior written consent, the termination of this Agreement, Stockholder agrees not toStockholders shall not, directly or indirectly: , (ai) 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, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, 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, sale(B) with respect to a Stockholder who is not an individual, transferto 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 FSFR Pledge Agreement) or (C) in the case of FSH, tender(x) pledges of its Subject Stock in connection with the Sumitomo Facility and any exercise of remedies thereunder, pledgeincluding, encumbrancewithout limitation, assignment or other disposition the foreclosure and sale of the Subject Stock (collectivelywhich pledges FSH shall cause to be released concurrently with Closing in accordance with the Sumitomo Payoff Letter), “Transfer”and (y) pledges of its Subject Stock contemplated by the Asset Purchase Agreement and the applicable Ancillary Agreements and any exercise of remedies thereunder, including, without limitation, the foreclosure and sale of the Subject Stock, provided that, in the case of clauses (A) and (B) of this Section 2.03(a)(i), the applicable transferee executes a joinder hereto that is reasonably satisfactory to Buyer in which such transferee agrees to be bound by the terms hereof as a Stockholder (any such transferee, a “Permitted Transferee”), or all (ii) other than as expressly contemplated by Section 2.02, enter into any voting arrangement, whether by proxy, voting agreement or otherwise, or grant a proxy or power of attorney with respect to any Subject Stock (other than pursuant to the Securities or any interest thereinFSFR Pledge Agreement, except if applicable); provided that no 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 accordance with this Section 2.03(a). (b) Notwithstanding anything to the contrary in Section 2.03(a), subject to complying with Section 2.03(c), from and after the Closing, the Stockholders may (i) as provided in Transfer shares of Company Common Stock to any Acceptable Person after complying with Section 6 hereof; 2.03(c)(ii) or Section 2.03(c)(iii) and (ii) for Transfers collectively in any period of the Securities in the open market; forty-five (iii45) for private block trades consecutive days Transfer up to an aggregate of the Securities, provided that under no circumstances may Stockholder transfer any Securities pursuant to this Section 5(a)(iiione percent (1.0%) (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 based upon the last publicly reported count of the outstanding shares of Company Common Stock to any one person or group and/or by the Company as of the first day of such forty-five (iv45) other Transfers day period) (including distributions the “Share Threshold”) without the prior written consent of Securities by Stockholder to its shareholders) Buyer in which each transferee shall have: accordance with applicable Law either (A) in open market transactions effected only pursuant to (x) a Rule 10b5-1 Plan, or (y) a limit order executed by a counterpart of this Agreement and a proxy broker in the form attached hereto as Annex I and compliance with Section 2.03(c)(ii), or (B) agreed in writing 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 hold such Securities (or interest in such Securities) any Rule 10b5-1 Plan, subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney, deposit any of the Securities into a voting trust or enter into a voting agreement or arrangement complying with respect to the Securities except as provided in this Agreement; or (c) take any other action for the purpose of making any representation or warranty of Stockholder contained herein untrue or incorrect or of preventing or disabling Stockholder from performing its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, 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 (as defined below2.03(c), in each case except to the extent specifically provided by Section 5(a)(iv).a Stockholder may deliver an Open Market

Transfer and Other Restrictions. Prior to the termination of this Agreement, Stockholder each Shareholder hereby irrevocably and unconditionally agrees not to, and to cause each of his, her or its Affiliates not to, directly or indirectly: (a) 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 hereofRollover Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”) of "transfer"), any or all of the Securities he, she or it Beneficially Owns or any interest therein, except (i) except as provided in Section 6 hereof; 7 hereof or (ii) for Transfers unless each Person to which any of the such Securities he, she or it Beneficially Owns (or any interest in the open market; (iiiany of such Securities) for private block trades of the Securities, provided that under no circumstances is or 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 be transferred 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; (b) grant any proxy or power of attorneyattorney with respect to any of the Securities he, she or it Beneficially Owns, or deposit any of the Securities he, she or it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to the any such Securities except as provided in this Agreement; or (c) take any other action for the purpose that would prevent or materially impair such Shareholder from performing any of making his, her or its obligations under this Agreement or that would make any representation or warranty of Stockholder contained herein such Shareholder hereunder untrue or incorrect or have the effect of preventing or disabling Stockholder from performing materially impairing the performance by such 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, Parent or Merger Sub of their respective obligations under the Merger Agreement or by any Shareholder of his, her or its obligations under this Agreement. Notwithstanding anything to the contrary Any purported transfer in violation of this Agreement, any Securities Transferred in a manner permitted by Section 5(a) hereof 6 shall be Transferred free null and clear of any voting restriction and of the Proxy (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv)void.

Transfer and Other Restrictions. Prior to (a) Without Buyer’s prior written consent, the termination of this Agreement, Stockholder agrees not toStockholders shall not, directly or indirectly: , (ai) 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, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, 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, sale(B) with respect to a Stockholder who is not an individual, transferto 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 FSFR Pledge Agreement) or (C) in the case of FSH, tender(x) pledges of its Subject Stock in connection with the Sumitomo Facility and any exercise of remedies thereunder, pledgeincluding, encumbrancewithout limitation, assignment or other disposition the foreclosure and sale of the Subject Stock (collectivelywhich pledges FSH shall cause to be released concurrently with Closing in accordance with the Sumitomo Payoff Letter), “Transfer”and (y) pledges of its Subject Stock contemplated by the Asset Purchase Agreement and the applicable Ancillary Agreements and any exercise of remedies thereunder, including, without limitation, the foreclosure and sale of the Subject Stock, provided that, in the case of clauses (A) and (B) of this Section 2.03(a)(i), the applicable transferee executes a joinder hereto that is reasonably satisfactory to Buyer in which such transferee agrees to be bound by the terms hereof as a Stockholder (any such transferee, a “Permitted Transferee”), or all (ii) other than as expressly contemplated by Section 2.02, enter into any voting arrangement, whether by proxy, voting agreement or otherwise, or grant a proxy or power of attorney with respect to any Subject Stock (other than pursuant to the Securities or any interest thereinFSFR Pledge Agreement, except if applicable); provided that no 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 accordance with this Section 2.03(a). (b) Notwithstanding anything to the contrary in Section 2.03(a), subject to complying with Section 2.03(c), from and after the Closing, the Stockholders may (i) as provided in Transfer shares of Company Common Stock to any Acceptable Person after complying with Section 6 hereof; 2.03(c)(ii) or Section 2.03(c)(iii) and (ii) for Transfers collectively in any period of the Securities in the open market; forty-five (iii45) for private block trades consecutive days Transfer up to an aggregate of the Securities, provided that under no circumstances may Stockholder transfer any Securities pursuant to this Section 5(a)(iiione percent (1.0%) (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 (based upon the last publicly reported count of shares of Company Common Stock by 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 effected only pursuant to (x) a Rule 10b5-1 Plan, or (y) a limit order executed by a broker in compliance with Section 2.03(c)(ii), or (B) representing 2% 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 date of the Stockholders Meeting where the Company’s stockholders approve the FSC Investment Advisory Agreement pursuant to which Buyer will become the “investment adviser” (as contemplated by Section 15 of 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 Buyer or its Affiliates shall not count against the Share Threshold for any period. Any other Transfer (other than pursuant to Section 2.03(a)) shall require the prior written consent of Buyer. To the extent that the 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. For purposes of this Agreement, (i) “Specified Person” shall mean with respect to any Authorized Transfer pursuant to Section 2.03(c)(iii), any Person who, as of the Business Day immediately prior to the date of such Transfer, has not filed and will not, as a result of such Transfer, be required to file, a Schedule 13D on EXXXX reporting ownership of more than five percent (5%) of the issued and outstanding shares of Company Common Stock, and (ii) “Rule 10b5-1 Plan” means a plan, contract or instructions entered into or given by a Stockholder that is intended to be of the type of plan, contract or instructions contemplated by Rule 10b5-1 under the Exchange Act. Any Subject Stock to any one person or group and/or (iv) other Transfers (including distributions of Securities by Stockholder to its shareholders) Transferred in which each transferee shall have: (A) executed a counterpart accordance with the applicable provision of this Agreement Section 2.03(b) and a proxy in the form attached hereto as Annex I and (BSection 2.03(c) agreed in writing shall cease to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney, deposit any of the Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Securities except as provided in this Agreement; or (c) take any other action for the purpose of making any representation or warranty of Stockholder contained herein untrue or incorrect or of preventing or disabling Stockholder from performing its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, 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 (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv)Subject Stock.

Transfer and Other Restrictions. Prior to the termination of this Agreement, Stockholder each Shareholder hereby irrevocably and unconditionally agrees not to, directly or indirectly: (a) 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, sell, transfer, tender, give, 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, sale, transfer, tender, pledge, encumbranceencumber, assignment or other disposition of (collectivelyby merger, by testamentary disposition, by operation of law, or otherwise) (any of the foregoing, “Transfer”) of ), any or all of the Securities such Shareholder holds of record or beneficially owns or has any interest therein, except (i) as provided in Section 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) Transfers to any person or group which is an Affiliate of a Shareholder (that remains an Affiliate of such Shareholder during the “beneficial owner” (as determined pursuant to Rule 13d-3 under the Exchange Actterm of this Agreement) of 5% or more of the outstanding shares of Company Common Stock or (B) representing 2% the Transfer of a de minimis number of Securities, in the aggregate, to one or more Persons during the term of the outstanding shares this Agreement; provided that each Person to which any of Company Common Stock to any one person such Securities is or group and/or (iv) other Transfers (including distributions of Securities by Stockholder to its shareholders) in which each transferee may be Transferred, 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; (b) grant any proxy or power of attorneyattorney with respect to any of the Securities such Shareholder holds of record or beneficially owns, or deposit any of the Securities such Shareholder holds of record or beneficially owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities, or agree to do any of the Securities foregoing, except as provided in this Agreement; or (c) take any other action for the purpose that would prevent or materially impair such Shareholder from performing any of making its obligations under this Agreement or that would make any representation or warranty of Stockholder contained herein such Shareholder hereunder untrue or incorrect or have the effect of preventing or disabling Stockholder from performing materially impairing the performance by such Shareholder of any of its obligations under this Agreement. Notwithstanding anything . (d) For the avoidance of doubt, notwithstanding any other provision of this Section 6 to the contrary contrary, the restrictions set forth in Section 6(a) shall not apply to any Transfer of any Securities in accordance with the default provisions under any share pledge agreements, in respect of any such Securities, entered into by a Shareholder prior to the date of this Agreement, any provided that no such share pledge agreement shall impair the ability of such shareholder to vote the Securities Transferred in a manner permitted by accordance with such Shareholder’s obligations pursuant to Section 5(a) hereof shall be Transferred free and clear of any voting restriction and of the Proxy (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv)7.

Transfer and Other Restrictions. Prior Except pursuant to the termination of this Agreement, the Stockholder agrees not toshall not, directly or indirectly: , (ai) 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, sell, transfer, tender, pledge, encumber, 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 or consent the Transfer of, any of its Subject Shares to the offer for saleany Person, sale, transfer, tender, pledge, encumbrance, assignment or other disposition (collectively, “Transfer”) of any or all of the Securities or any interest therein, except (i) as provided in Section 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; (b) grant any proxy or power of attorney, deposit any of the Securities into a voting trust or enter into a any voting arrangement, whether by proxy, voting agreement or arrangement otherwise, with respect to the Securities except as provided in this Agreement; or any of its Subject Shares, (ciii) take any other action for the purpose of making that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or would in any way restrict, limit or interfere with the performance of preventing such 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 Stockholder from performing its obligations under this Agreement. Notwithstanding anything selling or disposing of Subject Shares to the contrary in this Agreement, 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 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, pursuant to which such Permitted Transferee agrees to be a “Stockholder” pursuant to this Agreement with respect to such Subject Shares that are the subject of such Transfer. “Permitted Transferee” means (i) any other Stockholder, (ii) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Stockholder, (iii) any trust, the trustees of which include only the persons named in clauses (i) or (ii) and the beneficiaries of which include only the persons named in clauses (i) or (ii), (iv) any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only the persons named in each case except clauses (i) or (ii), or (v) any person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. The Stockholder hereby authorizes and will instruct Parent or 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), subject to the extent specifically provided by 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 5(a)(iv)4.11.

Transfer and Other Restrictions. Prior to the termination of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees not to, and to cause each of his or her Affiliates not to, directly or indirectly: (a) 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 hereofAgreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfertransfer”) of ), any or all of the Securities it Beneficially Owns or any interest therein, except (i) except as provided in Section 6 hereof; 7 hereof or (ii) for Transfers unless each Person to which any of the such Securities it Beneficially Owns (or any interest in the open market; (iiiany of such Securities) for private block trades of the Securities, provided that under no circumstances is or 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 be transferred 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; (b) grant any proxy or power of attorneyattorney with respect to any of the Securities it Beneficially Owns, or deposit any of the Securities it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to the any such Securities except as provided in this Agreement; or (c) take any other action for that would prevent or materially impair the purpose Stockholder from performing any of making his or her 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 the Stockholder from performing of any of his or her 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 or her obligations under this Agreement. Notwithstanding anything to the contrary Any purported transfer in violation of this Agreement, any Securities Transferred in a manner permitted by Section 5(a) hereof 6 shall be Transferred free null and clear of any voting restriction and of the Proxy (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv)void.

Transfer and Other Restrictions. Prior to the termination of this Agreement, Stockholder each Shareholder and Rollover Investor hereby irrevocably and unconditionally agrees not to, and to cause each of his or its Affiliates not to, directly or indirectly: (a) except pursuant to in accordance with 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 hereofAgreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”) of ), any or all of the Securities securities he, she or it beneficially owns or has any interest therein, except (i) except as provided in Section 6 hereof; hereof or, (ii) for Transfers unless each Person to which any of the Securities in the open market; (iii) for private block trades of the Securitiessuch securities is or may be Transferred, 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 securities (or interest in such Securitiessecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorneyattorney with respect to any of the securities he or it beneficially owns, or deposit any of the Securities securities he or it beneficially owns into a voting trust or enter into a voting agreement or arrangement with respect to the Securities any such securities except as provided in this Agreement; or (c) take any other action for that would prevent or materially impair the purpose Shareholder or Rollover Investor from performing any of making his or its obligations under this Agreement or that would make any representation or warranty of Stockholder contained herein such Shareholder or Rollover Investor hereunder untrue or incorrect or have the effect of preventing or disabling Stockholder from performing materially impairing the performance by such Shareholder or Rollover Investor 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 Shareholder or Rollover Investor of his, her or its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, 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 (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv).

Transfer and Other Restrictions. Prior to the termination of this Agreement, Rifkin and each Stockholder agrees not agreex xxx to, directly or indirectly: (a) except pursuant to the terms of the Merger Purchase 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 hereofany related agreement thereto, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition (collectively, “"Transfer”") of any or all of the Securities or any interest therein, except except: (i) as provided in Section 6 hereof; (ii) for Transfers of the Securities in the open market; (iiiii) for private block trades of the Securities, provided that under no circumstances may Rifkin or any Stockholder transfer any transfex xxx Securities pursuant to this Section 5(a)(iii4(a)(ii) (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 group; and/or (iviii) other Transfers (including distributions of Securities by a Stockholder to its shareholdersequity holders) in which each transferee shall have: (A) executed a counterpart of this Agreement and a proxy in the form attached hereto as Annex I 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; (b) grant any proxy or power of attorney, deposit any of the Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Securities except as provided in this Agreement; or (c) take any other action for the purpose of making any representation or warranty of Stockholder contained herein untrue or incorrect or of preventing or disabling Rifkin or any Stockholder from performing pexxxxxxng its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, any Securities Transferred in a manner permitted by Section 5(a4(a) hereof shall be Transferred free and clear of any voting restriction and of the Proxy (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv4(a)(iii).

Transfer and Other Restrictions. Prior to the termination of this Agreement, Stockholder each Shareholder and Rollover Investor hereby irrevocably and unconditionally agrees not to, and to cause each of his or its Affiliates not to, directly or indirectly: (a) except pursuant to in accordance with 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 hereofAgreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”) of ), any or all of the Securities securities he, she or it beneficially owns or has any interest therein, except (i) except as provided in Section 6 hereof; hereof or, (ii) for Transfers unless each Person to which any of the Securities in the open market; (iii) for private block trades of the Securitiessuch securities is or may be Transferred, 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 securities (or interest in such Securitiessecurities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorneyattorney with respect to any of the securities he or it beneficially owns, or deposit any of the Securities securities he or it beneficially owns into a voting trust or enter into a voting agreement or arrangement with respect to the Securities any such securities except as provided in this Agreement; or (c) take any other action for that would prevent or materially impair the purpose Shareholder or Rollover Investor from performing any of making his or its obligations under this Agreement or that would make any representation or warranty of Stockholder contained herein such Shareholder or Rollover Investor hereunder untrue or incorrect or have the effect of preventing or disabling Stockholder from performing materially impairing the performance by such Shareholder or Rollover Investor 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 Shareholder or Rollover Investor of his, her or its obligations under this Agreement. Notwithstanding anything to the contrary Any purported Transfer in violation of this Agreement, any Securities Transferred in a manner permitted by Section 5(a) hereof 5 shall be Transferred free null and clear of any voting restriction and of the Proxy (as defined below)void, in each case except to the extent specifically provided by Section 5(a)(iv)ab initio.

Transfer and Other Restrictions. Prior to the termination of this Agreement, Stockholder each Shareholder hereby irrevocably and unconditionally agrees not to, and to cause each of his or her Affiliates not to, directly or indirectly: (a) 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 hereofAgreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”) of "transfer"), any or all of the Securities he or she Beneficially Owns or any interest therein, except (i) except as provided in Section 6 hereof; 7 hereof or (ii) for Transfers unless each Person to which any of the such Securities he or she Beneficially Owns (or any interest in the open market; (iiiany of such Securities) for private block trades of the Securities, provided that under no circumstances is or 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 be transferred 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; (b) grant any proxy or power of attorneyattorney with respect to any of the Securities he or she Beneficially Owns, or deposit any of the Securities he or she Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to the any such Securities except as provided in this Agreement; or (c) take any other action for the purpose that would prevent or materially impair such Shareholder from performing any of making his or her obligations under this Agreement or that would make any representation or warranty of Stockholder contained herein such Shareholder hereunder untrue or incorrect or have the effect of preventing or disabling Stockholder from performing materially impairing the performance by such Shareholder of any of his or her 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 Shareholder of his or her obligations under this Agreement. Notwithstanding anything to the contrary Any purported transfer in violation of this Agreement, any Securities Transferred in a manner permitted by Section 5(a) hereof 6 shall be Transferred free null and clear of any voting restriction and of the Proxy (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv)void.

Transfer and Other Restrictions. Prior to the termination of this Agreement, Stockholder each Shareholder hereby irrevocably and unconditionally agrees not to, and to cause each of his, her or its Affiliates not to, directly or indirectly: (a) 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 hereofAgreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfertransfer”) of ), any or all of the Securities he, she or it Beneficially Owns or any interest therein, except (i) except as provided in Section 6 hereof; 7 hereof or (ii) for Transfers unless each Person to which any of the such Securities he, she or it Beneficially Owns (or any interest in the open market; (iiiany of such Securities) for private block trades of the Securities, provided that under no circumstances is or 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 be transferred 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; (b) grant any proxy or power of attorneyattorney with respect to any of the Securities he, she or it Beneficially Owns, or deposit any of the Securities he, she or it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to the any such Securities except as provided in this Agreement; or (c) take any other action for that would prevent or materially impair the purpose Shareholder from performing any of making his, her or its obligations under this Agreement or that would make any representation or warranty of Stockholder contained herein such Shareholder hereunder untrue or incorrect or have the effect of preventing or disabling Stockholder from performing materially impairing the performance by such 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, Parent or Merger Sub of their respective obligations under the Merger Agreement or by any Shareholder of his, her or its obligations under this Agreement. Notwithstanding anything to the contrary Any purported transfer in violation of this Agreement, any Securities Transferred in a manner permitted by Section 5(a) hereof 6 shall be Transferred free null and clear of any voting restriction and of the Proxy (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv)void.