Common use of Transfer of the Shares; Other Actions Clause in Contracts

Transfer of the Shares; Other Actions. Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof), the Stockholder shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, pledge or otherwise dispose (whether by sale, distribution or otherwise) of, or consent to any of the foregoing (“Transfer”), any Shares or any right or interest therein; (ii) enter into any Contract, option or other arrangement or undertaking with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoing; (iii) grant any proxy or power-of-attorney with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated hereby; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated hereby; or (v) take any other action that would restrict, limit or interfere in any material respect with the performance of the Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Shares or any interest therein in violation of this Section 5 shall be null and void ab initio.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)3 or Section 6) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“"Transfer”"), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; (v) voluntarily convert any of such Stockholder's Shares in contravention into shares of Class A Common Stock or take any action that would cause the obligations conversion of the Stockholder hereunder or the transactions contemplated herebysuch Stockholder's Shares into shares of Class A Common Stock; or (vvi) knowingly, directly or indirectly, take or cause the taking of any other action (other than such actions (if any) which are permitted under Section 7(b)(ii) hereof) that would restrict, limit or interfere in any material respect with the performance of the such Stockholder’s 's obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer excluding any bankruptcy filing. (b) Upon receipt of payment in full for all of its Shares, Stockholder agrees that any and all rights incident to its ownership of Shares by the Stockholder: (1) including any rights to recover amounts, if any, that may be determined to be due to any member stockholder or former stockholders of Company), including but not limited to rights arising out of a such Stockholder’s immediate family, (2) 's ownership of Shares prior to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee transfer of such Shares agrees in writing with to Purchaser or Parent pursuant to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Shares Class B Offer or any interest therein in violation of this Section 5 pursuant to the Merger Agreement, shall be null transferred to Purchaser and void ab initioParent upon the transfer to Purchaser or Parent of such Stockholder's Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder each Shareholder shall not, and shall cause each of its Subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any lien or encumbrance (other than Permitted Encumbrances) on or enter into any agreement with respect to any of the foregoing (“Transfer”), any Shares or all of Shareholder’s Equity Interests in the Company, including any right or interest thereinShareholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Shareholder Securities with respect to any matter that is in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShareholder under this Agreement with respect to Shareholder’s Equity Interests; (iv) deposit any of Shareholder’s Equity Interests, including the Shares Shareholder Securities, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares Shareholder Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShareholder under this Agreement with respect to Shareholder’s Equity Interests; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the Stockholdersuch Shareholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoinghereunder, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shareholder Securities shall occur (including, but not limited to, a sale by Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shareholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date. (b) Notwithstanding the foregoing, each Shareholder may make (i) Transfers of Equity Interests by will or by operation of law or other transfers for estate planning purposes, (ii) with respect to such Shareholder’s Company Options which expire on or prior to the termination of the Merger Agreement or as a result of the consummation of the Merger, transfers or cancellations of the underlying shares of Company Common Stock to the Company (x) in payment of the exercise price of such Shareholder’s Company Options and (y) in order to satisfy taxes applicable to the exercise of such Shareholder’s Company Options, (iii) with respect to such Shareholder’s Company Stock-Based Awards, transfers or cancellations of the underlying shares of Company Common Stock to the Company for the net settlement of such Company Stock-Based Awards in order to satisfy any tax withholding obligation, (iv) transfers of shares to any shareholders, member or partner of any Shareholder which is an entity, (v) transfers of shares to any Affiliate of Shareholder, (vi) transfers of shares to any charitable entities or institutions, and (vii) other transfers of shares as Parent may otherwise agree in writing in its sole discretion, so long as, in the case of the foregoing clauses (i), (iv), (v) and (vi), any such transferee shall agree in writing to be bound by this Agreement prior to the consummation of any such Transfer. (c) Shareholder agrees that it/he/she will not exercise any dissenters rights available to Shareholder with respect to the Merger pursuant to Section 262 of the DGCL.

Transfer of the Shares; Other Actions. Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 3 hereof), the each Stockholder shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, pledge or otherwise dispose (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of, or consent to any of the foregoing (“Transfer”), any Shares or any right or interest therein; (ii) enter into any Contract, option or other arrangement or undertaking Contract with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingShares; (iii) grant any proxy or power-of-attorney with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated hereby; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated hereby; or (v) take any other action that would restrict, limit or interfere in any material respect with the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: : (A) if Stockholder is an individual, (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate familyfamily or established for charitable purposes, or (3) upon the death of Stockholder, (3) to charitable organizations, (4) by selling already-owned Shares pursuant to existing 10b5-1 trading plans or (5) for the Stockholderpurpose of personal tax-planning, or (B) if Stockholder is a partnership, limited liability company or trust, to one or more partners or members of Stockholder or to an affiliated corporation under common control with Stockholder or to any trustee or beneficiary of the trust, provided that any Transfer permitted pursuant to (1A) to or (3B) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Shares or any interest therein in violation of this Section 5 shall be null and void ab initio.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder Shareholder shall not, and shall cause each of its Subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any Encumbrances (other than Permitted Encumbrances) on or enter into any agreement with respect to any of the foregoing (“Transfer”), any Shares or all of Shareholder’s Equity Interests in the Company, including any right or interest thereinShareholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Shareholder Securities with respect to any matter that is in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShareholder under this Agreement with respect to Shareholder’s Equity Interests; (iv) deposit any of Shareholder’s Equity Interests, including the Shares Shareholder Securities, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares Shareholder Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShareholder under this Agreement with respect to Shareholder’s Equity Interests; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the Stockholdersuch Shareholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shareholder Securities shall occur (including, but not limited to, a sale by Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shareholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date. (b) Notwithstanding the foregoing, Shareholder may make (i) Transfers of Equity Interests by will or by operation of law or other transfers for estate planning purposes, in which case any such transferee shall agree in writing to be bound by this Agreement prior to the consummation of any such Transfer, (ii) with respect to such Shareholder’s Company Options and/or Company Warrants, as applicable, which expire on or prior to the End Date or as a result of the consummation of the Merger, Transfers or cancellations of the underlying Common Shares to the Company (x) in payment of the exercise price of such Shareholder’s Company Options and/or Company Warrants, as applicable, and (y) in order to satisfy taxes applicable to the exercise of such Shareholder’s Company Options and/or Company Warrants, as applicable, and (iii) other Transfers of Shares as Parent may otherwise agree in writing in its sole discretion. (c) Shareholder agrees that it/he/she will not exercise any dissenters rights available to Shareholder with respect to the Merger pursuant to Sections 302A.471 and 302A.473 of the MBCA.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)3 or Section 5) or in the Merger Agreement, the Stockholder Shareholder shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere in any material respect with the performance of the Stockholdersuch Shareholder’s obligations hereunder or the transactions contemplated hereby. , excluding any bankruptcy filing. (b) Shareholder agrees that it shall not, and shall cause each of his Affiliates not to, become a member of a “group” (as that term is used in Section 13(d) of the Securities Exchange Act) with respect to any shares of Company Common Stock, Company Options, Company Stock Awards or any other voting securities of the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement, provided, however, this Section 4(b) shall not apply if (i) the Offer shall have been terminated or withdrawn by Merger Sub or the Merger Agreement is terminated in accordance with its terms prior to the purchase of the Shares in the Offer or (ii) this Agreement shall have been terminated in accordance with Section 9. (c) Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer Shareholder may make (a) Transfers of Shares by the Stockholder: (1) to will or by operation of law or other transfers for estate planning purposes, in which case any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above such transferee shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees agree in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer prior to the consummation of any such Transfer, and (b) as Parent may otherwise agree in writing in its sole discretion. (d) Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement, Shareholder agrees that any and all rights incident to his or her ownership of Shares (including any interest therein in violation rights to recover amounts, if any, that may be determined to be due to any shareholder or former shareholder of this Section 5 the Company), including but not limited to rights arising out of such Shareholder’s ownership of Shares prior to the transfer of such Shares to Merger Sub or Parent pursuant to the Offer or the Merger Agreement, shall be null transferred to Merger Sub and void ab initioParent upon the transfer to Merger Sub or Parent of such Shareholder’s Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)3 or Section 6) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; (v) voluntarily convert any of such Stockholder’s Shares in contravention into shares of Class A Common Stock or take any action that would cause the obligations conversion of the Stockholder hereunder or the transactions contemplated herebysuch Stockholder’s Shares into shares of Class A Common Stock; or (vvi) knowingly, directly or indirectly, take or cause the taking of any other action (other than such actions (if any) which are permitted under Section 7(b)(ii) hereof) that would restrict, limit or interfere in any material respect with the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer excluding any bankruptcy filing. (b) Upon receipt of payment in full for all of its Shares, Stockholder agrees that any and all rights incident to its ownership of Shares by the Stockholder: (1) including any rights to recover amounts, if any, that may be determined to be due to any member stockholder or former stockholders of Company), including but not limited to rights arising out of a such Stockholder’s immediate family, (2) ownership of Shares prior to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee transfer of such Shares agrees in writing with to Purchaser or Parent pursuant to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Shares Class B Offer or any interest therein in violation of this Section 5 pursuant to the Merger Agreement, shall be null transferred to Purchaser and void ab initioParent upon the transfer to Purchaser or Parent of such Stockholder’s Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise expressly provided herein (including pursuant to Section 3, this Section 4 hereof)or Section 5) or in the Merger Agreement, each of the Stockholder and each Trust shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any Shares or all of such Person’s Company Stock Options or Shares, or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding other than a Permitted Encumbrance (provided such Permitted Encumbrance shall not prevent such Person from complying with the terms of this Agreement) with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere in any material respect with the performance of the Stockholdersuch Person’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shares shall occur (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Upon the request of any of Parent, Sub or the Company, Stockholder shall surrender or cause to be surrendered to the Company any stock certificates representing the Shares for imposition of a legend referencing these restrictions on transfer in accordance with Section 202(a) of the DGCL. (b) Each of Stockholder and each Trust agrees that it shall not become a member of a “group” (as that term is used in Section 13(d) of the Securities Exchange Act) with respect to any shares of Company Common Stock, Company Stock Options, Company Restricted Stock or any other voting securities of the Company for the purpose of opposing or competing with or knowingly taking any actions inconsistent with the transactions contemplated by the Merger Agreement, provided, however, this Section 4(b) shall not apply if (i) the Merger Agreement shall have been terminated in accordance with its terms or (ii) this Agreement shall have been terminated in accordance with Section 9. For the avoidance of doubt, Stockholder and the Trusts shall not engage in discussions or negotiations regarding a potential rollover of shares of Company Common Stock and/or Company Equity Awards with or into any Person, or otherwise acquiring ownership of such Person, its Affiliates or the Company in connection with any Acquisition Proposal (other than with respect to equity incentive compensation in connection with the future employment of Stockholder). (c) Notwithstanding the foregoing, Stockholder and the Trusts may make (i) Transfers of Shares by will or by operation of law or other Transfers to immediate family members, trusts for the benefit of Stockholder or any immediate family member of Stockholder or other Transfers for estate planning purposes, or upon the death of Stockholder, in which case any such transferee shall agree in writing to be bound by this Agreement prior to the consummation of any such Transfer, and (ii) with respect to Stockholder’s Company Stock Options which expire on or prior to the Outside Date and Company Restricted Stock that vests on or prior to the Outside Date, Transfers of Shares to the Company (I) in payment of the exercise price applicable to each such Company Stock Option (II) in order to satisfy required withholding taxes applicable upon the exercise of such Company Stock Options or the vesting of such Company Restricted Stock, and (iii) other Transfers of Shares as Parent may otherwise agree in writing in its sole discretion. (d) If and only if the Acceptance Time occurs, then, upon and subject to the occurrence of the Wire Initiation, Stockholder elects to exercise his Company Stock Options in a cashless exercise (without shares of Company Common Stock being sold into the public market in connection therewith) such that the Stockholder will be entitled to receive immediately after the Wire Initiation in full satisfaction of the Company’s obligations with respect to the Company Stock Options the number of shares of Company Common Stock equal to the aggregate number of shares of Company Common Stock underlying the Company Stock Options, less the number of shares of Company Common Stock (with each such share valued at the Offer Price) withheld by the Company (i) in payment of the exercise price of the Company Stock Options and (ii) in order to satisfy all required withholding taxes due on account of the exercise of the Company Stock Options (the net shares so delivered, the “Option Shares”). The Company covenants that it shall issue, or cause to be issued, in book-entry form, shares representing the Option Shares in the name of the Stockholder as soon as reasonably practicable after the Wire Initiation in full satisfaction of the Company’s obligations under the Company Stock Options. (e) The Company covenants that as soon as reasonably practicable after the Acceptance Time and the Wire Initiation the Company shall issue, or cause to be issued, in book-entry form in the name of the Stockholder representing the aggregate number of shares of Company Common Stock subject to any award of Company Restricted Stock held by the Stockholder immediately prior to the Wire Initiation, less the number of shares of Company Common Stock (with each such share valued at the Offer Price for this purpose) withheld by the Company in order to satisfy all required withholding taxes due on account of the vesting of the Company Restricted Stock (the net shares so delivered, the “RS Shares”). (f) The Stockholder hereby irrevocably directs the Company, on his behalf, to transfer the shares issued pursuant to Sections 4(d) and (e) with respect to the Option Shares and the RS Shares to Sub as soon as reasonably practicable after the Wire Initiation against, and conditioned upon, the concurrent payment of the Offer Price as provided in Section 4(g) below, and the Company covenants to cause its transfer agent to record such transfer to Sub in the Company’s stock book. Each of Parent and Stockholder agrees to provide the Company with such information as reasonably requested by the Company or the Company’s transfer agent in connection with the transfer contemplated by this Section 4(f). (g) Concurrently with the transfer contemplated by Section 4(f), and as a condition precedent to the effectiveness of such Transfer, Sub shall pay to Stockholder an amount equal to the Offer Price per share for the Option Shares and RS Shares by wire transfer of immediately available funds to an account that Stockholder will designate in writing to Parent within ten (10) Business Days after the date hereof. The initiation of such payment by wire transfer is referred to herein as the “Wire Initiation,” provided that in no event shall the Wire Initiation occur until after the Acceptance Time. (h) Stockholder acknowledges and agrees that (i) no changes may be made to the Stockholder’s directives to exercise the Company Stock Options, issue the applicable shares of Company Common Stock to the Stockholder and transfer all of the share certificates with respect to the shares pursuant to Sections 4(d)-(f) without the express written consent of Parent, (ii) Parent is an intended third party beneficiary of Sections 4(d)-(f) and (iii) all Stockholder directives pursuant to Sections 4(e) and (f) shall be binding upon Stockholder’s estate, beneficiaries, heirs, successors, assigns and any other Person who may acquire beneficial ownership of, or any other interest in, the Company Stock Options, the Option Shares, and RS Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)3 or Section 5) or in the Merger Agreement, the Stockholder Shareholder shall not, and shall cause each of its subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) knowingly directly or indirectly take or cause the taking of any other action that would restrict, limit or interfere in any material respect with the performance of the Stockholdersuch Shareholder’s obligations hereunder or the transactions contemplated hereby. , excluding any bankruptcy filing. (b) The Shareholder agrees that it shall not, and shall cause each of his Affiliates not to, become a member of a “group” (as that term is used in Section 13(d) of the Securities Exchange Act) with respect to any shares of Company Common Stock, Company Options, Company Stock Awards or any other voting securities of the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement, provided, however, this Section 4(c) shall not apply if (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (ii) this Agreement shall have been terminated in accordance with Section 9. (c) Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer Shareholder may make (a) Transfers of Shares by the Stockholder: (1) to will or by operation of law or other transfers for estate planning purposes, in which case any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above such transferee shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees agree in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer prior to the consummation of any such Transfer, (b) with respect to such Shareholder’s Company Options which expire and Company Stock Awards that vest on or prior to the Termination Date, to the extent permitted by the Company Stock Plans, Transfers of Shares to the Company as payment for the (I) exercise price of such Shareholder’s Company Options and (II) taxes applicable to the exercise of such Shareholder’s Company Options or vesting of such Company Stock Awards, and (c) as Parent may otherwise agree in writing in its sole discretion. (d) Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement, Shareholder agrees that any interest therein in violation and all rights incident to his or her ownership of this Section 5 Shares (including any rights to recover amounts, if any, that may be determined to be due to any shareholder or former shareholder of the Company), including but not limited to rights arising out of such Shareholder’s ownership of Shares prior to the transfer of such Shares to Merger Sub or Parent pursuant to the Offer or pursuant to the Merger Agreement, shall be null transferred to Merger Sub and void ab initioParent upon the transfer to Merger Sub or Parent of such Shareholder’s Shares.

Transfer of the Shares; Other Actions. Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 3 hereof), the Stockholder shall not: (ia) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, pledge or otherwise dispose (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of, or consent to any of the foregoing (“Transfer”), any Shares or any right or interest therein; (iib) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingShares; (iiic) grant any proxy or power-of-attorney or other authorization or consent with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; (ivd) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (ve) directly or indirectly take any other action that would restrict, limit or interfere in any material respect with the performance of the Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: : (A) if Stockholder is an individual, (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate familyfamily or established for charitable purposes, or (3) upon the death of Stockholder, (3) to charitable organizations, (4) by selling already-owned Shares pursuant to existing 10b5-1 trading plans or (5) for the Stockholderpurpose of personal tax-planning, or (B) if Stockholder is a partnership, limited liability company or trust, to one or more partners or members of Stockholder or to an affiliated corporation under common control with Stockholder or to any trustee or beneficiary of the trust, provided that any Transfer permitted pursuant to (1A) to or (3B) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted attempt by the Stockholder to Transfer of any the Shares or any interest therein in violation of this Section 5 4 shall be null and void ab initiovoid. Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement, the Stockholder agrees that any and all rights incident to its ownership of Shares (including any rights to recover amounts, if any, that may be determined to be due to any stockholder or former stockholders of the Company), including but not limited to rights arising out of the Stockholder’s ownership of Shares prior to the transfer of such Shares to Merger Sub or Acquiror pursuant to the Offer or the Merger Agreement, shall be transferred to Merger Sub and Acquiror upon the transfer to Merger Sub or Acquiror of the Stockholder’s Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its Subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any lien or encumbrance (other than Permitted Liens) on or enter into any agreement with respect to any of the foregoing (“Transfer”,” which for the avoidance of doubt does not include any exercise of Equity Interests), any Shares or all of Stockholder’s Equity Interests in the Company, including any right or interest thereinStockholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Stockholder Securities with respect to any matter that is in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyunder this Agreement with respect to Stockholder’s Equity Interests; (iv) deposit any of Stockholder’s Equity Interests, including the Shares Stockholder Securities, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares Stockholder Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyunder this Agreement with respect to Stockholder’s Equity Interests; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoinghereunder, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Stockholder Securities shall occur (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Stockholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date. (b) Notwithstanding the foregoing, the Stockholder may make (i) Transfers of Equity Interests by will, intestacy, Governmental Order or by operation of Law or other transfers for estate planning purposes, (ii) with respect to such Stockholder’s Company Options or Company Warrants which expire on or prior to the termination of the Merger Agreement or as a result of the consummation of the Merger, Transfers or cancellations of the underlying shares of Company Common Stock to the Company (A) in payment of the exercise price of such Stockholder’s Company Options or Company Warrants and (B) in order to satisfy taxes or tax withholding obligations applicable to the exercise of such Stockholder’s Company Options or Company Warrants, (iii) with respect to such Stockholder’s Company RSUs, Company Options or Company SARs, Transfers or cancellations of the underlying shares of Company Common Stock to the Company in order to satisfy taxes or tax withholding obligations or for the net settlement of such Company RSUs, Company Options or Company SARs, (iv) Transfers of shares or other Equity Interests to any stockholders, members partners or equityholders if the Stockholder is an entity, (v) Transfers of shares or other Equity Interests to any Affiliate or Permitted Transferee, and (vii) other Transfers of shares or other Equity Interests as Parent may otherwise agree in writing in its sole discretion (but only with the prior written consent of the Company), so long as, in the case of the foregoing clauses (i), (iv) and (v), any such transferee shall agree in writing to be bound by this Agreement as a condition to the consummation of any such Transfer.

Transfer of the Shares; Other Actions. (a) Prior to the termination earlier of this Agreement(i) the Termination Date and (ii) the date on which the Company Stockholder Approval shall have been obtained, except as otherwise in the case where Parent has provided herein its prior written consent (including pursuant not to Section 4 hereofbe unreasonably withheld, conditioned or delayed), the each Stockholder shall not, and shall cause each of its affiliates not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, or consent to create any of the foregoing lien or encumbrance (other than Permitted Encumbrances) (a “Transfer”)) on, any Shares rights relating to any or all of such Stockholder’s Stockholder Securities (including any right rights arising in connection with or interest thereinrelating to any Rights); (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Stockholder Securities with respect to any matter that is in contravention of the obligations of such Stockholder under this Agreement with respect to the Stockholder hereunder or the transactions contemplated herebySecurities; (iv) deposit any of the Shares Stockholder Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares Stockholder Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyunder this Agreement; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the such Stockholder’s obligations hereunder or hereunder; provided, however, that notwithstanding any of the transactions contemplated herebyforegoing, the disposition of any Stockholder Securities to an unaffiliated third party pursuant to the termination by an investor (that is not an affiliate of such Stockholder and which such Stockholder does not have the right to prevent from terminating such account and requiring such Transfer) of an account managed by a Stockholder shall not be deemed a Transfer and, to the extent applicable, shall be treated as Permitted Encumbrance for purposes of this Agreement. Notwithstanding the foregoing, the preceding sentence shall not prohibit a any Transfer of Shares by the Stockholder: (1) Stockholder Securities to any member an affiliate of Stockholder’s immediate family, (2) to a trust established for the benefit of such Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted permitted, but only if, as a precondition in each case, prior to the effectiveness of such transferTransfer, the transferee of such Shares agrees in writing with Parent to be bound by the applicable terms hereof (unless such transferee is a Stockholder) and conditions notice of such Transfer is delivered to Parent pursuant to Section 8(a) hereof. (b) Each Stockholder agrees that it will not exercise any dissenter’s rights available to Stockholder with respect to the Merger pursuant to Section 262 of the DGCL. (c) Prior to the earlier of the Termination Date and the date on which the Company Stockholder Approval shall have been obtained, each Stockholder (in its or his capacity as a stockholder of the Company) shall not, shall cause each of its or his controlled affiliates not to, and shall use reasonable best efforts to cause each person that controls such Stockholder (each, a “Representative”) not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries regarding, or the making of any proposal or offer that constitutes, an Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations, or furnish to any other person any non-public information, in each case, in connection with or for the purpose of encouraging or facilitating, an Acquisition Proposal (other than, solely in response to an unsolicited inquiry, to refer the inquiring person to this Section 3(c) and to limit its or his conversation or other communication exclusively to such referral), or (iii) approve or enter into any letter of intent or similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, that nothing herein shall prohibit any Stockholder or any of its or his controlled Affiliates or Representatives from participating in any discussions or negotiations with respect to a possible voting and support agreement in connection with an Acquisition Proposal in the event that the Company becomes permitted to take the actions set forth in Section 5.3(b) of the Merger Agreement with respect to such Acquisition Proposal. (d) For purposes of this Agreement Agreement, the term “affiliate” shall have the meaning assigned to “affiliate” in the Merger Agreement, but shall not include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a “Permitted Transfer”foreign jurisdiction). Any attempted Transfer , solely by reason of the fact that one or more nominees or representatives of any Shares of the Stockholders serves as a member of its board of directors or any interest therein in violation similar governing body, unless the Stockholders or their affiliates otherwise control such entity. For purposes of this Section 5 Agreement, the Company shall not be null and void ab initiodeemed to be an affiliate of any of the Stockholders.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementEnd Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its Subsidiaries and affiliates not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any Lien (other than Permitted Liens) on or enter into any agreement with respect to (any of the foregoing (foregoing, a “Transfer”), any Shares or any right or interest thereinall of its Stockholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Stockholder Securities with respect to any matter that is in contravention of the obligations of Stockholder under this Agreement with respect to the Stockholder hereunder Securities; or the transactions contemplated hereby; (iv) deposit any of the Shares Stockholder Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares such Stockholder Securities in contravention of the obligations of Stockholder under this Agreement with respect to the Stockholder hereunder or the transactions contemplated hereby; or (v) take any other action that would restrict, limit or interfere in any material respect with the performance of the Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)Securities. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Stockholder Securities shall occur (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Stockholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the End Date. (b) Notwithstanding the foregoing Section 3(a), any Stockholder may Transfer Stockholder Securities, (i) if such Stockholder is an individual, (A) to any trust for the benefit of such Stockholder or any spouse or descendant of such Stockholder for estate planning purposes and (B) upon the death of such Stockholder, to such Stockholder’s estate, (ii) if such stockholder is an entity, to any affiliate of such Stockholder and (iii) as Parent may otherwise agree in writing in its sole discretion, so long as, in the case of each of the foregoing clauses (i), (ii) and (iii), any such transferee shall agree in writing to be bound by this Agreement as though such transferee were an original party hereto in the capacity as a Stockholder prior to the consummation of any such Transfer. (c) Stockholder agrees that it will not exercise any appraisal rights available to Stockholder with respect to the Merger in accordance with Section 262 of the DGCL.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)3 or Section 5) or in the Merger Agreement, none of the Stockholder shall notStockholders shall: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere in any material respect with the performance of the any Stockholder’s obligations hereunder or the transactions contemplated hereby. , excluding any bankruptcy filing and excluding in each case any arrangement contemplated by Section 1(e)(iv) above. (b) Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer each Stockholder may make (a) Transfers of Shares by the Stockholder: (1) to will or by operation of law or other transfers for estate planning purposes, in which case any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above such transferee shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees agree in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer prior to the consummation of any such Transfer, (b) Transfers of Shares among Stockholders or to Affiliates of Stockholders, in which case any interest therein such transferee shall agree in violation writing to be bound by this Agreement prior to the consummation of this Section 5 any such Transfer and (c) as Parent may otherwise agree in writing in its sole discretion. (c) Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement, each Stockholder agrees that any and all rights incident to such Stockholder’s ownership of Shares (including any rights to recover amounts, if any, that may be determined to be due to any stockholder or former stockholder of the Company), including but not limited to rights arising out of a Stockholder’s ownership of Shares prior to the transfer of such Shares to Purchaser or Parent pursuant to the Offer or pursuant to the Merger Agreement, shall be null transferred to Purchaser and void ab initioParent upon the transfer to Purchaser or Parent of such Stockholder’s Shares.

Transfer of the Shares; Other Actions. Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof), the Stockholder Xxxxxx shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, pledge or otherwise dispose (whether by sale, distribution or otherwise) of, or consent to any of the foregoing (“Transfer”), any Shares or any right or interest therein; (ii) enter into any Contract, option or other arrangement or undertaking with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement)Company, or offer to do or consent to any of the foregoing; (iii) grant any proxy or power-of-attorney with respect to any of the Shares in contravention of the obligations of the Stockholder Xxxxxx hereunder or the transactions contemplated hereby; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder Xxxxxx hereunder or the transactions contemplated hereby; or (v) take any other action that would restrict, limit or interfere in any material respect with the performance of the Stockholder’s Xxxxxx’x obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Shares or any interest therein in violation of this Section 5 shall be null and void ab initio.

Transfer of the Shares; Other Actions. (a) Each Stockholder hereby waives and agrees not to assert any right to limit or restrict the transfer of Company Common Stock by any other stockholder in the Offer or the Merger pursuant to Section 4.1 of the Amended and Restated Shareholders’ Agreement. If requested by the Company, each Stockholder shall take all actions within its power to terminate the Amended and Restated Shareholders’ Agreement upon consummation of the Offer, unless such agreement shall have earlier terminated pursuant to its terms. (b) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)or in the Merger Agreement, the each Stockholder shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere in any material respect with the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. , excluding any bankruptcy filing. (c) Each Stockholder agrees that it shall not become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) (other than with the parties to the Amended and Restated Shareholders’ Agreement) with respect to any shares of Company Common Stock, Company Stock Options, Company Equity Awards or any other voting securities of the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement; provided, however, this Section 4(c) shall not apply if (i) the Merger Agreement is terminated in accordance with its terms prior to the purchase of the Shares in the Offer or (ii) this Agreement shall have been terminated in accordance with Section 8. (d) Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer each Stockholder may make (i) Transfers of Shares by the Stockholder: (1) to any member will or by operation of Stockholder’s immediate familylaw or other transfers for estate planning purposes, (2ii) Transfers of Shares to a trust established for the benefit an Affiliate, in each of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family(i) and (ii), or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above such transferee shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees agree in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer prior to the consummation of any such Transfer, and (iii) as the Company may otherwise agree in writing in its sole discretion. (e) Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement, each Stockholder agrees that any and all rights incident to its ownership of Shares (including any rights to recover amounts, if any, that may be determined to be due to any stockholder or any interest therein in violation former stockholders of this Section 5 the Company), including but not limited to rights arising out of such Stockholder’s ownership of Shares prior to the transfer of such Shares to Merger Sub or Parent pursuant to the Offer or the Merger Agreement, shall be null transferred to Merger Sub and void ab initioParent upon the transfer to Merger Sub or Parent of such Stockholder’s Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementOutside Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any Lien (other than Permitted Liens) on or enter into any agreement with respect to (any of the foregoing (foregoing, a “Transfer”), any Shares or any right or interest thereinall of its Stockholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares any or any other securities all of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingits Stockholder Securities; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Stockholder Securities with respect to any matter that is in contravention of the obligations of Stockholder under this Agreement with respect to the Stockholder hereunder or the transactions contemplated herebySecurities; (iv) deposit any of the Shares Stockholder Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares such Stockholder Securities in contravention of the obligations of Stockholder under this Agreement with respect to the Stockholder hereunder or the transactions contemplated herebySecurities; or (v) take or cause the taking of any other action that would restrict, limit reasonably be expected to prevent or interfere in any material respect with materially delay the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)hereunder. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Stockholder Securities shall occur (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Stockholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Outside Date. (b) Stockholder agrees that it will not exercise any appraisal rights of such Stockholder Securities available to Stockholder with respect to the Merger.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder Shareholder shall not, and shall cause each of its Subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any Encumbrances (other than Permitted Encumbrances) on or enter into any agreement with respect to any of the foregoing (“Transfer”), any Shares or all of Shareholder’s Equity Interests in the Company, including any right or interest thereinShareholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Shareholder Securities with respect to any matter that is in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShareholder under this Agreement with respect to Shareholder’s Equity Interests; (iv) deposit any of Shareholder’s Equity Interests, including the Shares Shareholder Securities, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares Shareholder Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShareholder under this Agreement with respect to Shareholder’s Equity Interests; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the Stockholdersuch Shareholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shareholder Securities shall occur (including, but not limited to, a sale by Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shareholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date. (b) Notwithstanding the foregoing, Shareholder may make (i) Transfers of Equity Interests to certain Affiliates of Shareholder as set forth on Schedule II hereto (provided, that, concurrently with, and as a condition to, such Transfer, such Affiliate shall agree in writing to be bound by the terms of this Agreement as a “Shareholder” as if an original party hereto) or by will or by operation of law or other transfers for estate planning purposes, in which case any such transferee shall agree in writing to be bound by this Agreement prior to the consummation of any such Transfer, (ii) with respect to such Shareholder’s Company Options and/or Company Warrants, as applicable, which expire on or prior to the End Date or as a result of the consummation of the Merger, Transfers or cancellations of the underlying Common Shares to the Company (x) in payment of the exercise price of such Shareholder’s Company Options and/or Company Warrants, as applicable, and (y) in order to satisfy taxes applicable to the exercise of such Shareholder’s Company Options and/or Company Warrants, as applicable, and (iii) other Transfers of Shares as Parent may otherwise agree in writing in its sole discretion. (c) Shareholder agrees that it/he/she will not exercise any dissenters rights available to Shareholder with respect to the Merger pursuant to Sections 302A.471 and 302A.473 of the MBCA.

Transfer of the Shares; Other Actions. Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 3 hereof), the Stockholder NAR shall not: (ia) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of, or consent to any of the foregoing (“Transfer”), any (i) Shares or (ii) Series A Preferred Shares, or, in each case, any right or interest therein, other than, in the case of the Series A Preferred Shares, a transfer to the Company in connection with the redemption by the Company of such shares; (iib) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingSeries A Preferred Shares; (iiic) grant any proxy or power-of-attorney or other authorization or consent with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebySeries A Preferred Shares; (ivd) deposit any of the Shares or Series A Preferred Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebySeries A Preferred Shares; or (ve) directly or indirectly take any other action that would restrict, limit or interfere in any material respect with the performance of the Stockholder’s its obligations hereunder or the transactions contemplated hereby. Notwithstanding Any attempt by NAR to Transfer the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Series A Preferred Shares or any interest therein in violation of this Section 5 4 shall be null and void ab initiovoid. Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement, NAR agrees that any and all rights incident to its ownership of Shares (including any rights to recover amounts, if any, that may be determined to be due to any stockholder or former stockholders of the Company), including but not limited to rights arising out of NAR’s ownership of Shares prior to the transfer of such Shares to Merger Sub or Acquiror pursuant to the Offer or the Merger Agreement, shall be transferred to Merger Sub and Acquiror upon the transfer to Merger Sub or Acquiror of such Stockholder’s Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)3 or Section 7) or in the Merger Agreement, the Stockholder shall not: not (and shall cause each other Subject Stockholder not to): (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated hereby; by the Merger Agreement or the provisions thereof or (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated hereby; or Shares. (vb) take any other action that would restrict, limit or interfere in any material respect with the performance of the Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer each Subject Stockholder may make (a) Transfers of Shares by the Stockholder: (1) will or other transfers for estate planning purposes, to any member of Stockholder’s immediate familyfamily members, (2) to a trust or other entity established for the benefit of such Subject Stockholder and/or for the benefit of one or more members of such Subject Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that in which case any Transfer permitted pursuant to (1) to (3) above such transferee shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees agree in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer prior to the consummation of any such Transfer, (b) Transfers of up to 500,000 Shares in the aggregate with respect to all Subject Stockholders to charitable organizations, in which case any such transferee shall agree in writing to be bound by this Agreement prior to the consummation of any such Transfer; and (c) Transfers of Shares as Parent may otherwise agree in writing in its sole discretion. (c) Upon receipt of payment in full for all of each Subject Stockholder’s Shares pursuant to the Merger Agreement, the Stockholder agrees (and shall cause such Subject Stockholders to agree) that any and all rights incident to such Subject Stockholder’s ownership of Shares (including any rights to recover amounts, if any, that may be determined to be due to any stockholder or any interest therein in violation former stockholder of this Section 5 the Company), including but not limited to rights arising out of such Subject Stockholder’s ownership of Shares prior to the transfer of such Shares to Purchaser or Parent pursuant to the Offer or pursuant to the Merger Agreement, shall be null transferred to Purchaser and void ab initioParent upon the transfer to Purchaser or Parent of such Subject Stockholder’s Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementExpiration Time, except as otherwise expressly provided herein (including pursuant to Section 4 hereof)or in the Merger Agreement, the each Stockholder shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any Lien (other than Permitted Liens) on or enter into any agreement with respect to (any of the foregoing (foregoing, a “Transfer”), any Shares or any right or interest thereinall of such Stockholder’s Stockholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares any or any other securities all of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingsuch Stockholder’s Stockholder Securities; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares such Stockholder’s Stockholder Securities with respect to any matter that is in contravention of the obligations of the such Stockholder hereunder or the transactions contemplated herebyunder this Agreement with respect to such Stockholder Securities; (iv) deposit any of the Shares such Stockholder’s Stockholder Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares such Stockholder Securities in contravention of the obligations of the such Stockholder hereunder or the transactions contemplated herebyunder this Agreement with respect to such Stockholder Securities; or (v) take or cause the taking of any other action that would restrict, limit reasonably be expected to prevent or interfere in any material respect with materially delay the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)hereunder. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. (b) Notwithstanding the restrictions set forth in Section 2(a), each Stockholder may make (i) Transfers of Shares by will or by operation of law or other Transfers for estate-planning purposes, in which case this Agreement shall bind the transferee thereof, (ii) with respect to Company Options which expire on or prior to the Expiration Time, transfers, sale, or other disposition of Shares to the Company as payment for the (A) exercise price of such Stockholder’s Company Options and (B) taxes applicable to the exercise of such Stockholder’s Company Options, (iii) with respect to Company RSUs or Company RSAs, (A) transfers for the net settlement of such Stockholder’s Company RSUs or Company RSAs settled in Shares (to pay any tax withholding obligations) or (B) transfers for receipt upon settlement of such Stockholder’s Company RSUs or Company RSAs, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (iv) if such Stockholder is an Entity, a transfer to one or more partners or members of such Stockholder or to an Affiliated corporation, trust or other Entity under common control with such Stockholder, or if such Stockholder is a trust, a transfer to a beneficiary (provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof), (v) transfers to another holder of the capital stock of the Company that has signed this Agreement or any voting agreement or similar agreement, in each case in substantially the form hereof, and (vi) transfers, sales or other dispositions as Parent may otherwise agree in writing in its sole discretion. If any voluntary or involuntary transfer of any Shares covered hereby shall occur (including a transfer or disposition permitted by the foregoing clauses (i) through (vi), a sale by such Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Expiration Time, notwithstanding that such transferee is not a Stockholder and has not executed a counterpart hereof or joinder hereto. (c) Each Stockholder agrees that it will not exercise any appraisal rights with respect to such Stockholder’s Stockholder Securities available to such Stockholder with respect to the Merger.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)or Section 7) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“"Transfer”"), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; (v) voluntarily convert any of such Stockholder's Shares in contravention into shares of Class A Common Stock or take any action that would cause the obligations conversion of the Stockholder hereunder or the transactions contemplated herebysuch Stockholder's Shares into shares of Class A Common Stock; or (vvi) knowingly, directly or indirectly, take or cause, the taking of any other action (other than such actions (if any) which are permitted under Section 8(b)(ii) hereof) that would restrict, limit or interfere in any material respect with the performance of the such Stockholder’s 's obligations hereunder or the transactions contemplated hereby. Notwithstanding , excluding any bankruptcy filing. (b) Upon commencement of the foregoingOffer, Stockholder agrees to promptly file a motion in the Bankruptcy Court seeking Bankruptcy Court approval of Stockholder's entry into and delivery of the Agreement, Stockholder's merger consent, the preceding sentence Company Stockholders Agreement Waiver and authority to consummate any transactions contemplated hereby and thereby. Stockholder shall not prohibit a Transfer provide Parent and Purchaser copies of any motions, orders and supporting papers and notices (collectively, the "Xxxxxxxxx Filings") it files with the Bankruptcy Court with respect to its efforts to obtain Bankruptcy Court Approval, contemporaneous with the filing of such documents, and provide reasonable advance notice of any hearings and other proceedings it schedules with the Bankruptcy Court relating to Stockholder's efforts to obtain the Bankruptcy Court Approval or any approval related to this Agreement. (c) Upon receipt of payment in full for all of its Shares, Stockholder agrees that any and all rights incident to its ownership of Shares by the Stockholder: (1) including any rights to recover amounts, if any, that may be determined to be due to any member stockholder or former stockholders of Company), including but not limited to rights arising out of a such Stockholder’s immediate family, (2) 's ownership of Shares prior to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee transfer of such Shares agrees in writing with to Purchaser or Parent pursuant to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Shares Class B Offer or any interest therein in violation of this Section 5 pursuant to the Merger Agreement, shall be null transferred to Purchaser and void ab initioParent upon the transfer to Purchaser or Parent of such Stockholder's Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise expressly provided herein (including pursuant to Section 3, this Section 4 hereof)or Section 5) or in the Merger Agreement, the Stockholder shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any Shares or all of such Person’s Company Stock Options or Shares, or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding other than a Permitted Encumbrance (provided such Permitted Encumbrance shall not prevent such Person from complying with the terms of this Agreement) with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere in any material respect with the performance of the Stockholdersuch Person’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shares shall occur (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Upon the request of any of Parent, Sub or the Company, Stockholder shall surrender or cause to be surrendered to the Company any stock certificates representing the Shares for imposition of a legend referencing these restrictions on transfer in accordance with Section 202(a) of the DGCL. (b) Stockholder agrees that it shall not become a member of a “group” (as that term is used in Section 13(d) of the Securities Exchange Act) with respect to any shares of Company Common Stock, Company Stock Options, Company Restricted Stock or any other voting securities of the Company for the purpose of opposing or competing with or knowingly taking any actions inconsistent with the transactions contemplated by the Merger Agreement, provided, however, this Section 4(b) shall not apply if (i) the Merger Agreement shall have been terminated in accordance with its terms or (ii) this Agreement shall have been terminated in accordance with Section 9. For the avoidance of doubt, Stockholder shall not engage in discussions or negotiations regarding a potential rollover of shares of Company Common Stock and/or Company Equity Awards with or into any Person, or otherwise acquiring ownership of such Person, its Affiliates or the Company in connection with any Acquisition Proposal (other than with respect to equity incentive compensation in connection with the future employment of Stockholder). (c) Notwithstanding the foregoing, Stockholder may make (i) Transfers of Shares by will or by operation of law or other Transfers to immediate family members, trusts for the benefit of Stockholder or any immediate family member of Stockholder or other Transfers for estate planning purposes, or upon the death of Stockholder, in which case any such transferee shall agree in writing to be bound by this Agreement prior to the consummation of any such Transfer, and (ii) with respect to Stockholder’s Company Stock Options which expire on or prior to the Outside Date and Company Restricted Stock that vests on or prior to the Outside Date, Transfers of Shares to the Company (I) in payment of the exercise price applicable to each such Company Stock Option (II) in order to satisfy required withholding taxes applicable upon the exercise of such Company Stock Options or the vesting of such Company Restricted Stock, and (iii) other Transfers of Shares as Parent may otherwise agree in writing in its sole discretion. (d) If and only if the Acceptance Time occurs, then, upon and subject to the occurrence of the Wire Initiation, Stockholder elects to exercise his Company Stock Options in a cashless exercise (without shares of Company Common Stock being sold into the public market in connection therewith) such that the Stockholder will be entitled to receive immediately after the Wire Initiation in full satisfaction of the Company’s obligations with respect to the Company Stock Options the number of shares of Company Common Stock equal to the aggregate number of shares of Company Common Stock underlying the Company Stock Options, less the number of shares of Company Common Stock (with each such share valued at the Offer Price) withheld by the Company (i) in payment of the exercise price of the Company Stock Options and (ii) in order to satisfy all required withholding taxes due on account of the exercise of the Company Stock Options (the net shares so delivered, the “Option Shares”). The Company covenants that it shall issue, or cause to be issued, in book-entry form, shares representing the Option Shares in the name of the Stockholder as soon as reasonably practicable after the Wire Initiation in full satisfaction of the Company’s obligations under the Company Stock Options. (e) The Company covenants that as soon as reasonably practicable after the Acceptance Time and the Wire Initiation the Company shall issue, or cause to be issued, in book-entry form in the name of the Stockholder representing the aggregate number of shares of Company Common Stock subject to any award of Company Restricted Stock held by the Stockholder immediately prior to the Wire Initiation, less the number of shares of Company Common Stock (with each such share valued at the Offer Price for this purpose) withheld by the Company in order to satisfy all required withholding taxes due on account of the vesting of the Company Restricted Stock (the net shares so delivered, the “RS Shares”). (f) The Stockholder hereby irrevocably directs the Company, on his behalf, to transfer the shares issued pursuant to Sections 4(d) and (e) with respect to the Option Shares and the RS Shares to Sub as soon as reasonably practicable after the Wire Initiation against, and conditioned upon, the concurrent payment of the Offer Price as provided in Section 4(g) below, and the Company covenants to cause its transfer agent to record such transfer to Sub in the Company’s stock book. Each of Parent and Stockholder agrees to provide the Company with such information as reasonably requested by the Company or the Company’s transfer agent in connection with the transfer contemplated by this Section 4(f). (g) Concurrently with the transfer contemplated by Section 4(f), and as a condition precedent to the effectiveness of such Transfer, Sub shall pay to Stockholder an amount equal to the Offer Price per share for the Option Shares and RS Shares by wire transfer of immediately available funds to an account that Stockholder will designate in writing to Parent within ten (10) Business Days after the date hereof. The initiation of such payment by wire transfer is referred to herein as the “Wire Initiation,” provided that in no event shall the Wire Initiation occur until after the Acceptance Time. (h) Stockholder acknowledges and agrees that (i) no changes may be made to the Stockholder’s directives to exercise the Company Stock Options, issue the applicable shares of Company Common Stock to the Stockholder and transfer all of the share certificates with respect to the shares pursuant to Sections 4(d)-(f) without the express written consent of Parent, (ii) Parent is an intended third party beneficiary of Sections 4(d)-(f) and (iii) all Stockholder directives pursuant to Sections 4(e) and (f) shall be binding upon Stockholder’s estate, beneficiaries, heirs, successors, assigns and any other Person who may acquire beneficial ownership of, or any other interest in, the Company Stock Options, the Option Shares, and RS Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)3 or Section 6) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“"Transfer”"), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere in any material respect with the performance of the such Stockholder’s 's obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer excluding any bankruptcy filing. (b) Upon receipt of payment in full for all of its Shares, Stockholder agrees that any and all rights incident to its ownership of Shares by the Stockholder: (1) including any rights to recover amounts, if any, that may be determined to be due to any member stockholder or former stockholders of Company), including but not limited to rights arising out of a such Stockholder’s immediate family, (2) 's ownership of Shares prior to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee transfer of such Shares agrees in writing with to Purchaser or Parent pursuant to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Shares Class A Offer or any interest therein in violation of this Section 5 pursuant to the Merger Agreement, shall be null transferred to Purchaser and void ab initioParent upon the transfer to Purchaser or Parent of such Stockholder's Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)3 or Section 5) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its subsidiaries, if any, not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any Shares or all of the Stockholder’s Equity Interests in the Company, including any Shares, or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares Stockholder’s Equity Interests, including the Shares, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere in any material respect with the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shares shall occur (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. (b) Stockholder agrees that it shall not, and shall cause each of his Affiliates not to, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) with respect to any shares of Company Common Stock, Company Options, Company Restricted Stock or any other voting securities of the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement; provided, however, that this Section 4(b) shall not apply if (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (ii) this Agreement shall have been terminated in accordance with Section 9. (c) Notwithstanding the foregoing, Stockholder may make (i) Transfers of Shares by will or by operation of law or other transfers for estate planning purposes, in which case any such transferee shall agree in writing to be bound by this Agreement prior to the consummation of any such Transfer, (ii) with respect to such Stockholder’s Company Options and Company Restricted Stock to the extent permitted by the Company Stock Plans, Transfers of Shares to the Company as payment for the (x) exercise price of such Stockholder’s Company Options and (y) taxes applicable to the exercise of such Stockholder’s Company Options and Company Restricted Stock, (iii) Transfers of up to [ ] Shares as charitable contributions, and (iv) Transfers as Parent may otherwise agree in writing in its sole discretion. (d) If so requested by Parent, Stockholder agrees that the Shares shall bear a legend stating that they are subject to this Agreement, provided such legend shall be removed upon the valid termination of this Agreement. (e) The Stockholder hereby irrevocably elects to exercise his Company Options, conditioned solely upon the occurrence of the Acceptance Time and the Wire Initiation, in a cashless exercise such that the Stockholder will be entitled to receive immediately after the Wire Initiation in full satisfaction of the Company’s obligations with respect to the Company Options the number of shares of Company Common Stock equal to the aggregate number of shares of Company Common Stock underlying the Company Options, less the number of shares of Company Common Stock (valued at $8.20 per share for this purpose) withheld by the Company (i) in payment of the exercise price of the Company Options and (ii) in order to satisfy all required withholding taxes due on account of the exercise of the Company Options (the net shares so delivered, the “Option Shares”). The Company covenants that it shall issue, or cause to be issued, duly and validly executed physical stock certificates representing the Option Shares in the name of the Stockholder immediately after the Wire Initiation in full satisfaction of the Company’s obligations under the Company Options. (f) The Company covenants that immediately after the Acceptance Time and the Wire Initiation the Company shall issue, or cause to be issued, a duly and validly executed physical stock certificate in the name of the Stockholder representing the aggregate number of shares of Company Common Stock subject to any award of Company Restricted Stock held by the Stockholder immediately prior to the Wire Initiation, less the number of shares of Company Common Stock (valued at $8.20 per share for this purpose) withheld by the Company in order to satisfy all required withholding taxes due on account of the vesting of the Company Restricted Stock (the net shares so delivered, the “RS Shares”). (g) [The Company covenants that immediately after the Acceptance Time and the Wire Initiation the Company shall issue, or cause to be issued, a duly and validly executed physical stock certificate in the name of the Stockholder representing the aggregate number of shares (not to exceed 1,700,000) required to be delivered pursuant to the terms of the Amended and Restated Confidentiality and Non-Competition Agreement dated July 27, 2010, by and between the Company and Stockholder (the “NC Shares”).]1 (h) The Stockholder hereby irrevocably directs the Company, on his behalf, to transfer the share certificates issued pursuant to Sections 4(e), (f) [and (g)] with respect to the Option Shares, the RS Shares [and the NC Shares] to Merger Sub immediately upon the Wire Initiation, and the Company covenants to so transfer and deliver such share certificates to Merger Sub. (i) Merger Sub shall pay to Stockholder an amount equal to $8.20 per share for the Option Shares, RS Shares [and NC Shares]. The “Wire Initiation” means the initiation by or on behalf of Merger Sub of a wire of immediately available funds to an account designated by Stockholder in writing within ten (10) Business Days after the date hereof, in an amount equal to the aggregate consideration for Stockholder’s Option Shares, RS Shares [and NC Shares].

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder each Shareholder shall not, and shall cause each of its Subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any Encumbrances (other than Permitted Encumbrances) on or enter into any agreement with respect to any of the foregoing (“Transfer”), any Shares or all of each Shareholder’s Equity Interests in the Company, including any right or interest thereinShareholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares such Shareholder Securities with respect to any matter that is in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebysuch Shareholder under this Agreement with respect to such Shareholder’s Equity Interests; (iv) deposit any of the Shares such Shareholder’s Equity Interests, including Shareholder Securities, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares Shareholder Securities owned by such Shareholder, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebysuch Shareholder under this Agreement with respect to such Shareholder’s Equity Interests; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the Stockholdersuch Shareholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shareholder Securities shall occur (including, but not limited to, a sale by such Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shareholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date. (b) Notwithstanding the foregoing, each Shareholder may make (i) Transfers of Equity Interests to certain Affiliates of such Shareholder as set forth on Schedule II hereto (provided, that, concurrently with, and as a condition to, such Transfer, such Affiliate shall agree in writing to be bound by the terms of this Agreement as a “Shareholder” as if an original party hereto) or by will or by operation of law or other transfers for estate planning purposes, in which case any such transferee shall agree in writing to be bound by this Agreement prior to the consummation of any such Transfer, (ii) with respect to such Shareholder’s Company Options and/or Company Warrants, as applicable, which expire on or prior to the End Date or as a result of the consummation of the Merger, Transfers or cancellations of the underlying Common Shares to the Company (x) in payment of the exercise price of such Shareholder’s Company Options and/or Company Warrants, as applicable, and (y) in order to satisfy taxes applicable to the exercise of such Shareholder’s Company Options and/or Company Warrants, as applicable, and (iii) other Transfers of Shares as Parent may otherwise agree in writing in its sole discretion. (c) Each Shareholder agrees that it/he/she will not exercise any dissenters rights available to such Shareholder with respect to the Merger pursuant to Sections 302A.471 and 302A.473 of the MBCA.

Transfer of the Shares; Other Actions. (a) Prior to the termination earlier of this Agreement(i) the Termination Date, and (ii) the date on which the Company Stockholder Approval shall have been obtained, except as otherwise in the case where Parent has provided herein its prior written consent (including pursuant not to Section 4 hereofbe unreasonably withheld, conditioned or delayed), the each Stockholder shall not, and shall cause each of its affiliates not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, or consent to create any of the foregoing lien or encumbrance (other than Permitted Encumbrances) (a “Transfer”)) on, any Shares rights relating to any or all of such Stockholder’s Stockholder Securities (including any right rights arising in connection with or interest thereinrelating to any Rights); (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Stockholder Securities with respect to any matter that is in contravention of the obligations of such Stockholder under this Agreement with respect to the Stockholder hereunder or the transactions contemplated herebySecurities; (iv) deposit any of the Shares Stockholder Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares Stockholder Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyunder this Agreement; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the such Stockholder’s obligations hereunder or the transactions contemplated herebyhereunder. Notwithstanding the foregoing, the preceding sentence shall not prohibit a any Transfer of Shares by the Stockholder: (1) Stockholder Securities to any member an affiliate of Stockholder’s immediate family, (2) to a trust established for the benefit of such Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted permitted, but only if, as a precondition in each case, prior to the effectiveness of such transferTransfer, the transferee of such Shares agrees in writing with Parent to be bound by the applicable terms hereof (unless such transferee is a Stockholder) and conditions notice of such Transfer is delivered to Parent pursuant to Section 8(a) hereof. (b) Each Stockholder agrees that it will not exercise any dissenter’s rights available to Stockholder with respect to the Merger pursuant to Section 262 of the DGCL. (c) Prior to the earlier of the Termination Date and the date on which the Company Stockholder Approval shall have been obtained, each Stockholder (in its or his capacity as a stockholder of the Company) shall not, shall cause each of its or his controlled affiliates not to, and shall use reasonable best efforts to cause each person that controls such Stockholder (each, a “Representative”) not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries regarding, or the making of any proposal or offer that constitutes, an Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations, or furnish to any other person any non-public information, in each case, in connection with or for the purpose of encouraging or facilitating, an Acquisition Proposal (other than, solely in response to an unsolicited inquiry, to refer the inquiring person to this Section 3(c) and to limit its or his conversation or other communication exclusively to such referral), or (iii) approve or enter into any letter of intent or similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, that nothing herein shall prohibit any Stockholder or any of its or his controlled Affiliates or Representatives from participating in any discussions or negotiations with respect to a possible voting and support agreement in connection with an Acquisition Proposal in the event that the Company becomes permitted to take the actions set forth in Section 5.3(b) of the Merger Agreement with respect to such Acquisition Proposal. (d) For purposes of this Agreement Agreement, the term “affiliate” shall have the meaning assigned to “affiliate” in the Merger Agreement, but shall not include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a “Permitted Transfer”foreign jurisdiction). Any attempted Transfer , solely by reason of the fact that one or more nominees or representatives of any Shares of the Stockholders serves as a member of its board of directors or any interest therein in violation similar governing body, unless the Stockholders or their affiliates otherwise control such entity. For purposes of this Section 5 Agreement, the Company shall not be null and void ab initiodeemed to be an affiliate of any of the Stockholders.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)or Section 7) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; (v) voluntarily convert any of such Stockholder’s Shares in contravention into shares of Class A Common Stock or take any action that would cause the obligations conversion of the Stockholder hereunder or the transactions contemplated herebysuch Stockholder’s Shares into shares of Class A Common Stock; or (vvi) knowingly, directly or indirectly, take or cause, the taking of any other action (other than such actions (if any) which are permitted under Section 8(b)(ii) hereof) that would restrict, limit or interfere in any material respect with the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder:excluding any bankruptcy filing. (1b) Upon commencement of the Offer, Stockholder agrees to any member promptly file a motion in the Bankruptcy Court seeking Bankruptcy Court approval of Stockholder’s immediate familyentry into and delivery of the Agreement, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate familymerger consent, the Company Stockholders Agreement Waiver and authority to consummate any transactions contemplated hereby and thereby. Stockholder shall provide Parent and Purchaser copies of any motions, orders and supporting papers and notices (collectively, the “Xxxxxxxxx Filings”) it files with the Bankruptcy Court with respect to its efforts to obtain Bankruptcy Court Approval, contemporaneous with the filing of such documents, and provide reasonable advance notice of any hearings and other proceedings it schedules with the Bankruptcy Court relating to Stockholder’s efforts to obtain the Bankruptcy Court Approval or any approval related to this Agreement. (3c) upon the death Upon receipt of the Stockholderpayment in full for all of its Shares, provided Stockholder agrees that any Transfer permitted pursuant and all rights incident to its ownership of Shares (1) including any rights to (3) above shall recover amounts, if any, that may be permitted only ifdetermined to be due to any stockholder or former stockholders of Company), as including but not limited to rights arising out of a precondition such Stockholder’s ownership of Shares prior to such transfer, the transferee transfer of such Shares agrees in writing with to Purchaser or Parent pursuant to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Shares Class B Offer or any interest therein in violation of this Section 5 pursuant to the Merger Agreement, shall be null transferred to Purchaser and void ab initioParent upon the transfer to Purchaser or Parent of such Stockholder’s Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its Subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any lien or encumbrance (other than Permitted Liens) on or enter into any agreement with respect to any of the foregoing (“Transfer”,” which for the avoidance of doubt does not include any exercise of Equity Interests), any Shares or all of Stockholder’s Equity Interests in the Company, including any right or interest thereinStockholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Stockholder Securities with respect to any matter that is in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyunder this Agreement with respect to Stockholder’s Equity Interests; (iv) deposit any of Stockholder’s Equity Interests, including the Shares Stockholder Securities, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares Stockholder Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyunder this Agreement with respect to Stockholder’s Equity Interests; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoinghereunder, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Stockholder Securities shall occur (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Stockholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date. (b) Notwithstanding the foregoing, the Stockholder may make (i) Transfers of Equity Interests by will, intestacy, Governmental Order or by operation of Law or other transfers for estate planning purposes, (ii) with respect to such Stockholder’s Company Options or Company Warrants which expire on or prior to the termination of the Merger Agreement or as a result of the consummation of the Merger, Transfers or cancellations of the underlying shares of Company Common Stock to the Company (A) in payment of the exercise price of such Stockholder’s Company Options or Company Warrants and (B) in order to satisfy taxes or tax withholding obligations applicable to the exercise of such Stockholder’s Company Options or Company Warrants, (iii) with respect to such Stockholder’s Company RSUs, Company Options or Company SARs, Transfers or cancellations of the underlying shares of Company Common Stock to the Company in order to satisfy taxes or tax withholding obligations or for the net settlement of such Company RSUs, Company Options or Company SARs, (iv) Transfers of shares or other Equity Interests to any stockholders, members partners or equityholders if the Stockholder is an entity, (v) Transfers of

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its Subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any lien or encumbrance (other than Permitted Liens) on or enter into any agreement with respect to any of the foregoing (“Transfer”,” which for the avoidance of doubt does not include any exercise of Equity Interests), any Shares or all of Stockholder’s Equity Interests in the Company, including any right or interest thereinStockholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Stockholder Securities with respect to any matter that is in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyunder this Agreement with respect to Stockholder’s Equity Interests; (iv) deposit any of Stockholder’s Equity Interests, including the Shares Stockholder Securities, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares Stockholder Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyunder this Agreement with respect to Stockholder’s Equity Interests; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoinghereunder, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Stockholder Securities shall occur (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Stockholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date. (b) Notwithstanding the foregoing, the Stockholder may make (i) Transfers of Equity Interests by will, intestacy, Governmental Order or by operation of Law or other transfers for estate planning purposes, (ii) with respect to such Stockholder’s Company Options or Company Warrants which expire on or prior to the termination of the Merger Agreement or as a result of the consummation of the Merger, Transfers or cancellations of the underlying shares of Company Common Stock to the Company (A) in payment of the exercise price of such Stockholder’s Company Options or Company Warrants and (B) in order to satisfy taxes or tax withholding obligations applicable to the exercise of such Stockholder’s Company Options or Company Warrants, (iii) with respect to such Stockholder’s Company RSUs, Company Options or Company SARs, Transfers or cancellations of the underlying shares of Company Common Stock to the Company in order to satisfy taxes or tax withholding obligations or for the net settlement of such Company RSUs, Company Options or Company SARs, (iv) Transfers of shares or other Equity Interests to any stockholders, members partners or equityholders if the Stockholder is an entity, (v) Transfers of shares or other Equity Interests to any Affiliate or Permitted Transferee, and (vii) other Transfers of shares or other Equity Interests as Parent may otherwise agree in writing in its sole discretion (but only with the prior written consent of the Company), so long as, in the case of the foregoing clauses (i), (iv) and (v), any such transferee shall agree in writing to be bound by this Agreement as a condition to the consummation of any

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the each Stockholder shall not, and shall cause each of its Subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any lien or encumbrance (other than Permitted Encumbrances) on or enter into any agreement with respect to any of the foregoing (“Transfer”), any Shares or all of Stockholder’s Equity Interests in the Company, including any right or interest thereinStockholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Stockholder Securities with respect to any matter that is in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyunder this Agreement with respect to Stockholder’s Equity Interests; (iv) deposit any of Stockholder’s Equity Interests, including the Shares Stockholder Securities, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares Stockholder Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyunder this Agreement with respect to Stockholder’s Equity Interests; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoinghereunder, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Stockholder Securities shall occur (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Stockholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date. (b) Notwithstanding the foregoing, each Stockholder may make (i) Transfers of Equity Interests by will or by operation of law or other transfers for estate planning purposes, (ii) with respect to such Stockholder’s Company Options which expire on or prior to the termination of the Merger Agreement or a result of the consummation of the Merger, transfers or cancellations of the underlying shares of Company Common Stock to the Company (x) in payment of the exercise price of such Stockholder’s Company Options and (y) in order to satisfy taxes applicable to the exercise of such Stockholder’s Company Options, (iii) with respect to such Stockholder’s Company RSUs and/or Company PSUs, transfers or cancellations of the underlying shares of Company Common Stock to the Company for the net settlement of such Company RSUs and/or Company PSUs in order to satisfy any tax withholding obligation, (iv) transfers of shares to any Stockholders, member or partner of any Stockholder which is an entity, (v) transfers of shares to any Affiliate of Stockholder, (vi) transfers of shares to any charitable entities or institutions, and (vii) other transfers of shares as Parent may otherwise agree in writing in its sole discretion, so long as, in the case of the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi), any such transferee shall agree in writing to be bound by this Agreement prior to the consummation of any such Transfer. (c) Stockholder agrees that it/he/she will not exercise any dissenter’s rights available to Stockholder with respect to the Merger pursuant to Section 262 of the DGCL.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its Subsidiaries not to, directly or indirectly: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-gift- over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any lien or encumbrance (other than Permitted Encumbrances) on or enter into any agreement with respect to any of the foregoing (“Transfer”), any Shares or all of the Stockholder’s Equity Interests in the Company, including any right or interest thereinStockholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Stockholder Securities with respect to any matter that is in contravention of the obligations of the Stockholder hereunder or under this Agreement with respect to the transactions contemplated herebyStockholder’s Equity Interests; (iv) deposit any of the Shares Stockholder’s Equity Interests, including the Stockholder Securities, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares Stockholder Securities, in contravention of the obligations of the Stockholder hereunder or under this Agreement with respect to the transactions contemplated herebyStockholder’s Equity Interests; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoinghereunder, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Stockholder Securities shall occur (including, but not limited to, a sale by the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale) to the fullest extent permitted by applicable Law, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Stockholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date. (b) Notwithstanding the foregoing, the Stockholder may make (i) Transfers of Equity Interests by will, intestacy, Order or by operation of law or other transfers for estate planning purposes, (ii) with respect to such Stockholder’s Company Options which expire on or prior to the termination of the Merger Agreement or as a result of the consummation of the Merger, transfers or cancellations of the underlying shares of Company Common Stock to the Company (x) in payment of the exercise price of such Stockholder’s Company Options and (y) in order to satisfy taxes or tax withholding obligations applicable to the exercise of such Stockholder’s Company Options, (iii) with respect to such Stockholder’s Company RSUs, transfers or cancellations of the underlying shares of Company Common Stock to the Company in order to satisfy taxes or tax withholding obligations applicable to the vesting, settlement or conversion of such Company RSUs, (iv) Transfers of shares or other Equity Interests to any stockholders, member, partner or equityholder of any Stockholder which is an entity, (v) Transfers of shares or other Equity Interests to any Affiliate of the Stockholder (including any related investment funds or vehicles controlled or managed by the Stockholder or its Affiliates), (vi) Transfers of shares to any charitable entities or institutions, (vii) Transfers pursuant to and in compliance with a written trading plan in effect as of the date of this Agreement that meets the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (a “10b5-1 Plan”) (including any 10b5-1 Plan that provides for the distribution in kind of shares pursuant to Rule 10b5-1) and (viii) Transfers to Parent, Merger Sub or any of their Affiliates and (ix) other Transfers of shares as Parent may otherwise agree in writing in its sole discretion (but only with the prior written consent of the Company), so long as, in the case of the foregoing clauses (i), (iv), (v), (vi) and (viii), any such transferee shall agree in writing to be bound by this Agreement as a condition to the consummation of any such Transfer. (c) The Stockholder agrees that such Stockholder will not exercise any dissenter’s rights available to the Stockholder with respect to the Merger pursuant to Section 262 of the DGCL. (d) Notwithstanding anything to the contrary herein, nothing in this Agreement shall restrict the Stockholder from effectuating (i) any Transfer of Equity Interests following the date on which the Requisite Stockholder Approval is obtained (and any Equity Interests disposed of by the Stockholder in such a Transfer shall no longer constitute Equity Interests or Stockholder Securities subject to the provisions of this Agreement) or (ii) any ordinary course Transfer by limited partners of any equity interests of any investment funds advised by the Stockholder or its Affiliates (each such fund, a “Fund”) not formed for the sole purpose of holding the shares of Company Common Stock, in and of themselves, so long as any such Transfer does not adversely affect the ability of the Stockholder to perform its obligations under this Agreement.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)3 or Section 5) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere in any material respect with the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. , excluding any bankruptcy filing. (b) Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer Stockholder may make (a) Transfers of Shares by the Stockholder: (1) to will or by operation of law or other transfers for estate planning purposes, in which case any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above such transferee shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees agree in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer prior to the consummation of any such Transfer, (b) with respect to such Stockholder’s Company Options which expire on or prior to the Termination Date, to the extent permitted by the Company Stock Plans, Transfers of Shares to the Company as payment for the (I) exercise price of such Stockholder’s Company Options and (II) taxes applicable to the exercise of such Stockholder’s Company Options, and (c) as Parent may otherwise agree in writing in its sole discretion. (c) Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement, Stockholder agrees that any and all rights incident to his or her ownership of Shares (including any interest therein in violation rights to recover amounts, if any, that may be determined to be due to any stockholder or former stockholder of this Section 5 the Company), including but not limited to rights arising out of a such Stockholder’s ownership of Shares prior to the transfer of such Shares to Merger Sub or Parent pursuant to the Offer or pursuant to the Merger Agreement, shall be null transferred to Merger Sub and void ab initioParent upon the transfer to Merger Sub or Parent of such Stockholder’s Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)3 or Section 5) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its subsidiaries, if any, not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any Shares or all of the Stockholder’s Equity Interests in the Company, including any Shares, or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares Stockholder’s Equity Interests, including the Shares, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere in any material respect with the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shares shall occur (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. (b) Stockholder agrees that it shall not, and shall cause each of his Affiliates not to, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) with respect to any shares of Company Common Stock, Company Options, Company Restricted Stock or any other voting securities of the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement; provided, however, that this Section 4(b) shall not apply if (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (ii) this Agreement shall have been terminated in accordance with Section 9. (c) Notwithstanding the foregoing, Stockholder may make (i) Transfers of Shares by will or by operation of law or other transfers for estate planning purposes, in which case any such transferee shall agree in writing to be bound by this Agreement prior to the consummation of any such Transfer, (ii) with respect to such Stockholder’s Company Options and Company Restricted Stock to the extent permitted by the Company Stock Plans, Transfers of Shares to the Company as payment for the (x) exercise price of such Stockholder’s Company Options and (y) taxes applicable to the exercise of such Stockholder’s Company Options and Company Restricted Stock, (iii) Transfers of up to 60,000 Shares as charitable contributions, and (iv) Transfers as Parent may otherwise agree in writing in its sole discretion. (d) If so requested by Parent, Stockholder agrees that the Shares shall bear a legend stating that they are subject to this Agreement, provided such legend shall be removed upon the valid termination of this Agreement. (e) The Stockholder hereby irrevocably elects to exercise his Company Options, conditioned solely upon the occurrence of the Acceptance Time and the Wire Initiation, in a cashless exercise such that the Stockholder will be entitled to receive immediately after the Wire Initiation in full satisfaction of the Company’s obligations with respect to the Company Options the number of shares of Company Common Stock equal to the aggregate number of shares of Company Common Stock underlying the Company Options, less the number of shares of Company Common Stock (valued at $8.20 per share for this purpose) withheld by the Company (i) in payment of the exercise price of the Company Options and (ii) in order to satisfy all required withholding taxes due on account of the exercise of the Company Options (the net shares so delivered, the “Option Shares”). The Company covenants that it shall issue, or cause to be issued, duly and validly executed physical stock certificates representing the Option Shares in the name of the Stockholder immediately after the Wire Initiation in full satisfaction of the Company’s obligations under the Company Options. (f) The Company covenants that immediately after the Acceptance Time and the Wire Initiation the Company shall issue, or cause to be issued, a duly and validly executed physical stock certificate in the name of the Stockholder representing the aggregate number of shares of Company Common Stock subject to any award of Company Restricted Stock held by the Stockholder immediately prior to the Wire Initiation, less the number of shares of Company Common Stock (valued at $8.20 per share for this purpose) withheld by the Company in order to satisfy all required withholding taxes due on account of the vesting of the Company Restricted Stock (the net shares so delivered, the “RS Shares”). (g) The Company covenants that immediately after the Acceptance Time and the Wire Initiation the Company shall issue, or cause to be issued, a duly and validly executed physical stock certificate in the name of the Stockholder representing the aggregate number of shares (not to exceed 1,700,000) required to be delivered pursuant to the terms of the Amended and Restated Confidentiality and Non-Competition Agreement dated July 27, 2010, by and between the Company and Stockholder (the “NC Shares”). (h) The Stockholder hereby irrevocably directs the Company, on his behalf, to transfer the share certificates issued pursuant to Sections 4(e), (f) and (g) with respect to the Option Shares, the RS Shares and the NC Shares to Merger Sub immediately upon the Wire Initiation, and the Company covenants to so transfer and deliver such share certificates to Merger Sub. (i) Merger Sub shall pay to Stockholder an amount equal to $8.20 per share for the Option Shares, RS Shares and NC Shares. The “Wire Initiation” means the initiation by or on behalf of Merger Sub of a wire of immediately available funds to an account designated by Stockholder in writing within ten (10) Business Days after the date hereof, in an amount equal to the aggregate consideration for Stockholder’s Option Shares, RS Shares and NC Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)herein, the each Stockholder shall not, directly or indirectly: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Liens (other than pursuant to applicable restrictions on transfer under the Securities Act) on or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) take or cause the taking of any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or restrict, limit or interfere in any material respect with the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding ; provided, however, that any Transfer shall be permitted in the foregoing, event such action is (A) required to comply with the preceding sentence shall not prohibit a Transfer terms of Shares by the Stockholder: (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate familythis Agreement, or (3B) upon the death result of the any donative transfer to any immediate family member of such Stockholder, provided any charity to which the Stockholder wishes to contribute and/or any entity controlled by such family member or charity, or a trust, including a charitable remainder trust, for the exclusive benefit of such Stockholder, any immediate family member of such Stockholder, any charity to which such Stockholder wishes to contribute and/or any entity controlled by such trusts, in each case prior to the ten-Business Day deadline specified in Section 4(a); provided, further that prior to any Transfer such permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transferTransfer, the transferee of such Shares agrees shall agree in writing with Parent a valid, binding and enforceable instrument to be bound by the terms and conditions of this Agreement hereof (a “Permitted Transfer”)copy of which shall promptly be provided to Parent) and such transfer shall not relieve such Stockholder of any of its obligations hereunder. Any attempted Transfer sale, transfer, pledge, assignment or other disposition of any Shares or any interest therein in violation of this Section 5 6 shall be null and void ab initio. (b) Each Stockholder agrees that it shall not become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) with respect to any shares of Company Common Stock, Company Restricted Stock, or any other voting securities of the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement. (c) Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement, each Stockholder agrees that any and all rights incident to its ownership of Shares (including any rights to recover amounts, if any, that may be determined to be due to any stockholder or former stockholders of the Company), including rights arising out of such Stockholder’s ownership of Shares prior to the transfer of such Shares to Merger Sub or Parent pursuant to the Offer or the Merger Agreement, shall be transferred to Merger Sub and Parent upon the transfer to Merger Sub or Parent of such Stockholder’s Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)or in the Merger Agreement, the each Stockholder shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere in any material respect with the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. , excluding any bankruptcy filing. (b) Each Stockholder agrees that it shall not become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) with respect to any shares of Company Common Stock, Company Stock Options, Company Stock-Based Securities or any other voting securities of the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement; provided, however, this Section 4(b) shall not apply if (i) the Offer is terminated or withdrawn by Merger Sub, (ii) there is any decrease in the price per share of Common Stock payable in the Offer or any change in the form of consideration payable in the Offer, (iii) a Change of Recommendation is made under the Merger Agreement, (iv) the Merger Agreement is terminated in accordance with its terms or (v) this Agreement shall have been terminated under Section 8 hereof. (c) Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer each Stockholder may make (i) Transfers of Shares by the Stockholder: (1) to any member will or by operation of Stockholder’s immediate familylaw or other transfers for estate planning purposes or for charitable purposes, including gifts and donations, (2ii) Transfers of Shares to a trust established for the benefit an Affiliate, in each of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family(i) and (ii), or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above such transferee shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees agree in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer prior to the consummation of any such Transfer, and (iii) as Parent may otherwise agree in writing in its sole discretion. (d) Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement, each Stockholder agrees that any and all rights incident to its ownership of Shares (including any rights to recover amounts, if any, that may be determined to be due to any stockholder or any interest therein in violation former stockholders of this Section 5 the Company), including but not limited to rights arising out of such Stockholder’s ownership of Shares prior to the transfer of such Shares to Merger Sub or Parent pursuant to the Offer or the Merger Agreement, shall be null transferred to Merger Sub and void ab initioParent upon the transfer to Merger Sub or Parent of such Stockholder’s Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)herein, the each Stockholder shall notnot directly or indirectly: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing with respect to (“Transfer”), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of any Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time right or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoinginterest therein; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated hereby; or (v) take make any other action that would restrict, limit representation or interfere warranty of such Stockholder herein untrue or incorrect in any material respect with the performance respect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shares shall occur (including, but not limited to, a sale by such Stockholder’s obligations hereunder trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. (b) Each Stockholder agrees that it shall not become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) with respect to any shares of Company Common Stock or any other voting securities of the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated hereby. by the Merger Agreement. (c) Notwithstanding the foregoing, the preceding sentence nothing in this Section 4 shall not prohibit a Transfer of Shares by the Stockholder: (1) any Stockholder to any member wholly owned subsidiary of Stockholder’s immediate family, (2) to a trust established for the benefit such Stockholder or any Affiliate of such Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any such Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transferTransfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement and such agreement shall be the legal, valid, and binding agreement of such transferee, enforceable against such transferee in accordance with its terms. (d) Such Stockholder agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging breach of any fiduciary duty of any person in connection with the negotiation and entry into the Merger Agreement. (e) Each of Parent and Merger Sub agree not to acquire beneficial ownership of any shares of Company Common Stock from and after the date hereof until the earlier of the Offer Closing and the Merger Closing (except to the extent such parties may be deemed to have acquired beneficial ownership of the Shares solely as a “Permitted Transfer”result of the performance of this Agreement). Any attempted Transfer In the event of any the occurrence of the Offer Closing, Merger Sub shall, consistent with its obligations under the Merger Agreement, acquire the Shares or any interest therein that have been duly tendered by the Stockholders in violation accordance with the terms of this Section 5 Agreement, the Merger Agreement and the Offer, which Offer Closing will result in the purchase of all of the Shares duly tendered by the Stockholders. (f) The covenants, agreements, representations and warranties herein shall not be null and void ab initioeffective as to the Margin Account Shares until such shares have been removed from the applicable margin accounts; provided that the Stockholders shall use their reasonable best efforts to, promptly after the date hereof, remove the Margin Account Shares from the applicable margin accounts.

Transfer of the Shares; Other Actions. (a) Each Stockholder hereby waives and agrees not to assert any right to limit or restrict the transfer of Company Common Stock by any other stockholder in the Offer or the Merger pursuant to Section 4.1 of the Amended and Restated Shareholders’ Agreement. If requested by the Company, each Stockholder shall take all actions within its power to terminate the Amended and Restated Shareholders’ Agreement upon consummation of the Offer, unless such agreement shall have earlier terminated pursuant to its terms. (b) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)or in the Merger Agreement, the each Stockholder shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere in any material respect with the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. , excluding any bankruptcy filing. (c) Each Stockholder agrees that it shall not become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) (other than with the parties to the Amended and Restated Shareholders’ Agreement) with respect to any shares of Company Common Stock, Company Stock Options, Company Equity Awards or any other voting securities of the Company for the purpose of opposing or competing with or taking any actions inconsistent with the transactions contemplated by the Merger Agreement; provided, however, this Section 4(c) shall not apply if (i) the Merger Agreement is terminated in accordance with its terms prior to the purchase of the Shares in the Offer or (ii) this Agreement shall have been terminated in accordance with Section 8. (d) Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer each Stockholder may make (i) Transfers of Shares by the Stockholder: (1) to any member will or by operation of Stockholder’s immediate familylaw or other transfers for estate planning purposes, (2ii) Transfers of Shares to a trust established for the benefit an Affiliate, in each of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family(i) and (ii), or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above such transferee shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees agree in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer prior to the consummation of any such Transfer, and (iii) as the Company may otherwise agree in writing in its sole discretion. (e) Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement, each Stockholder agrees that any and all rights incident to its ownership of Shares (including any rights to recover amounts, if any, that maybe determined to be due to any stockholder or any interest therein in violation former stockholders of this Section 5 the Company), including but not limited to rights arising out of such Stockholder’s ownership of Shares prior to the transfer of such Shares to Merger Sub or Parent pursuant to the Offer or the Merger Agreement, shall be null transferred to Merger Sub and void ab initioParent upon the transfer to Merger Sub or Parent of such Stockholder’s Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder Shareholder shall not, and shall cause each of its Subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any lien or encumbrance (other than Permitted Encumbrances) on or enter into any agreement with respect to any of the foregoing (“Transfer”), any Shares or all of the Shareholder Securities, including any right or interest thereinShareholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Shareholder Securities with respect to any matter that is in contravention of the obligations of Shareholder under this Agreement with respect to the Stockholder hereunder or the transactions contemplated herebyShareholder Securities; (iv) deposit any of the Shares Shareholder Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares such Shareholder Securities in contravention of the obligations of Shareholder under this Agreement with respect to the Stockholder hereunder or the transactions contemplated herebyShareholder Securities; or (v) take or cause the taking of any other action that would restrict, limit restrict or interfere in any material respect with prevent the performance of the Stockholdersuch Shareholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shareholder Securities shall occur (including, but not limited to, a sale by Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shareholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date. (b) Shareholder agrees that it will not exercise any dissenters rights available to Shareholder with respect to the Merger pursuant to Section 262 of the DGCL.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 3 hereof), the each Stockholder shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, pledge or otherwise dispose (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of, or consent to any of the foregoing (“Transfer”), any Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingShares; (iii) grant any proxy or power-of-attorney with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) take any other action that would restrict, limit or interfere in any material respect with the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: : (1A) if Stockholder is an individual, to any member of Stockholder’s immediate family, (2) or to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate familyfamily or established for charitable purposes, or (3) upon the death of Stockholder, or (B) if Stockholder is a partnership, limited liability company or trust, to one or more partners or members of Stockholder or to an affiliated corporation under common control with Stockholder or to any trustee or beneficiary of the Stockholdertrust, provided that any Transfer permitted pursuant to (1A) to or (3B) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Shares or any interest therein in violation of this Section 5 shall be null and void ab initioAgreement.

Transfer of the Shares; Other Actions. (a) Prior to the termination earlier of this Agreement(i) the Termination Date, and (ii) the date on which the Company Stockholder Approval shall have been obtained, except as otherwise in the case where Parent has provided herein its prior written consent (including pursuant not to Section 4 hereofbe unreasonably withheld, conditioned or delayed), the each Stockholder shall not, and shall cause each of its affiliates not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, or consent to create any of the foregoing lien or encumbrance (other than Permitted Encumbrances) (a “Transfer”)) on, any Shares rights relating to any or all of such Stockholder’s Stockholder Securities (including any right rights arising in connection with or interest thereinrelating to any Rights); (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or power-proxy, power- of-attorney or other authorization or consent with respect to any of the Shares Stockholder Securities with respect to any matter that is in contravention of the obligations of such Stockholder under this Agreement with respect to the Stockholder hereunder or the transactions contemplated herebySecurities; (iv) deposit any of the Shares Stockholder Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares Stockholder Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyunder this Agreement; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the such Stockholder’s obligations hereunder or the transactions contemplated herebyhereunder. Notwithstanding the foregoing, the preceding sentence shall not prohibit a any Transfer of Shares by the Stockholder: (1) Stockholder Securities to any member an affiliate of Stockholder’s immediate family, (2) to a trust established for the benefit of such Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted permitted, but only if, as a precondition in each case, prior to the effectiveness of such transferTransfer, the transferee of such Shares agrees in writing with Parent to be bound by the applicable terms hereof (unless such transferee is a Stockholder) and conditions notice of such Transfer is delivered to Parent pursuant to Section 8(a) hereof. (b) Each Stockholder agrees that it will not exercise any dissenter’s rights available to Stockholder with respect to the Merger pursuant to Section 262 of the DGCL. (c) Prior to the earlier of the Termination Date and the date on which the Company Stockholder Approval shall have been obtained, each Stockholder (in its or his capacity as a stockholder of the Company) shall not, shall cause each of its or his controlled affiliates not to, and shall use reasonable best efforts to cause each person that controls such Stockholder (each, a “Representative”) not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries regarding, or the making of any proposal or offer that constitutes, an Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations, or furnish to any other person any non-public information, in each case, in connection with or for the purpose of encouraging or facilitating, an Acquisition Proposal (other than, solely in response to an unsolicited inquiry, to refer the inquiring person to this Section 3(c) and to limit its or his conversation or other communication exclusively to such referral), or (iii) approve or enter into any letter of intent or similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal; provided, that nothing herein shall prohibit any Stockholder or any of its or his controlled Affiliates or Representatives from participating in any discussions or negotiations with respect to a possible voting and support agreement in connection with an Acquisition Proposal in the event that the Company becomes permitted to take the actions set forth in Section 5.3(b) of the Merger Agreement with respect to such Acquisition Proposal. (d) For purposes of this Agreement Agreement, the term “affiliate” shall have the meaning assigned to “affiliate” in the Merger Agreement, but shall not include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a “Permitted Transfer”foreign jurisdiction). Any attempted Transfer , solely by reason of the fact that one or more nominees or representatives of any Shares of the Stockholders serves as a member of its board of directors or any interest therein in violation similar governing body, unless the Stockholders or their affiliates otherwise control such entity. For purposes of this Section 5 Agreement, the Company shall not be null and void ab initiodeemed to be an affiliate of any of the Stockholders.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)or in the Merger Agreement, the Stockholder shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other arrangement or undertaking agreement with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere in any material respect with the performance of the Stockholder’s obligations hereunder or the transactions contemplated hereby. , excluding any bankruptcy filing. (b) Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer Stockholder may make (a) Transfers of Shares by the Stockholder: (1) to will or by operation of law or other transfers for estate planning purposes, in which case any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above such transferee shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees agree in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer prior to the consummation of any such Transfer, (b) with respect to Stockholder’s Company Stock Options which expire on or prior to the Termination Date, to the extent permitted by the Company Equity Plans, Transfers of Shares to the Company as payment for the (I) exercise price of Stockholder’s Company Stock Options and (II) taxes applicable to the exercise of Stockholder’s Company Stock Options, and (c) as Parent may otherwise agree in writing in its sole discretion. (c) Upon receipt of payment in full for all of his Shares pursuant to the Merger Agreement, Stockholder agrees that any and all rights incident to his ownership of Shares (including any rights to recover amounts, if any, that may be determined to be due to any stockholder or any interest therein in violation former stockholder of this Section 5 the Company), including but not limited to rights arising out of Stockholder’s ownership of Shares prior to the Merger, shall be null transferred to Merger Sub and void ab initioParent.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its Subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any lien or encumbrance (other than Permitted Liens) on or enter into any agreement with respect to any of the foregoing (“Transfer”,” which for the avoidance of doubt does not include any exercise of Equity Interests), any Shares or all of Stockholder’s Equity Interests in the Company, including any right or interest thereinStockholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Stockholder Securities with respect to any matter that is in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyunder this Agreement with respect to Stockholder’s Equity Interests; (iv) deposit any of Stockholder’s Equity Interests, including the Shares Stockholder Securities, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares Stockholder Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyunder this Agreement with respect to Stockholder’s Equity Interests; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoinghereunder, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Stockholder Securities shall occur (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Stockholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date. (b) Notwithstanding the foregoing, the Stockholder may make (i) Transfers of Equity Interests by will, intestacy, Governmental Order or by operation of Law or other transfers for estate planning purposes, (ii) with respect to such Stockholder’s Company Options or Company Warrants which expire on or prior to the termination of the Merger Agreement or as a result of the consummation of the Merger, Transfers or cancellations of the underlying shares of Company Common Stock to the Company (A) in payment of the exercise price of such Stockholder’s Company Options or Company Warrants and (B) in order to satisfy taxes or tax withholding obligations applicable to the exercise of such Stockholder’s Company Options or Company Warrants, (iii) with respect to such Stockholder’s Company RSUs, Company Options or Company SARs, Transfers or cancellations of the underlying shares of Company Common Stock to the Company in order to satisfy taxes or tax withholding obligations or for the net settlement of such Company RSUs, Company Options or Company SARs, (iv) Transfers of shares or other Equity Interests to any stockholders, members partners or equityholders if the Stockholder is an entity, (v) Transfers of shares or other Equity Interests to any Affiliate or Permitted Transferee, and (vii) other Transfers of shares or other Equity Interests as Parent may otherwise agree in writing in its sole discretion (but only with the prior written consent of the Company), so long as, in the case of the foregoing clauses (i), (iv) and (v), any such transferee shall agree in writing to be bound by this Agreement as a condition to the consummation of any such Transfer. “Permitted Transferee” means, with respect to the Stockholder, (i) a spouse, lineal descendant or antecedent, brother or sister, child or grandchild, adopted child or grandchild, or the spouse of any child, adopted child, grandchild, or adopted grandchild of such Stockholder, (ii) any charitable entities or institutions, (iii) any trust, the beneficiaries of which include only the Persons named in clause (i) or (ii) of this definition, or (iv) any corporation, limited liability company, or partnership, the equity holders of which include only the Persons named in clause (i) or (ii) of this definition.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementAgreement pursuant to Section 8, except as otherwise provided herein (including pursuant to Section 4 hereof)3 or Section 5) or in the Merger Agreement, none of the Stockholder shall notStockholders shall: (i) tender into any tender or exchange offer or otherwise directly or indirectly indirectly, transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on, or consent to any of the foregoing (each, a “Transfer”), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of any or all of the Shares or any other securities of the Company (right or interest therein to any Person other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time Parent or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingSub; (iii) grant any proxy or power-of-attorney with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated hereby; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder Stockholders under this Agreement with respect to the Shares; (iv) knowingly, directly or indirectly, take or cause the transactions contemplated hereby; or (v) take taking of any other action that would restrict, limit or interfere in any material respect with the performance of the any Stockholder’s obligations hereunder or the transactions contemplated hereby. , excluding any bankruptcy filing and excluding in each case any arrangement contemplated by Section 1(e)(vii) above; or (v) convert any shares of Class B Common Stock into shares of Class A Common Stock. (b) Notwithstanding anything in this Agreement to the foregoingcontrary, the preceding sentence shall not prohibit a Transfer each Stockholder may make Transfers of Shares (i) by the Stockholder: (1) to will or by operation of law or other transfers for estate planning purposes, in which case any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above such transferee shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees agree in writing with Parent to be bound by this Agreement prior to the terms consummation of any such Transfer, (ii) among Stockholders or to Affiliates of Stockholders, in which case any such transferee shall agree in writing to be bound by this Agreement prior to the consummation of any such Transfer, (iii) in connection with the transactions contemplated by the Merger Agreement, (iv) following receipt of the Requisite Company Vote, to one or more charitable organizations or universities, (v) with respect to Shaich, to the Shaich Family Foundation in an aggregate amount not to exceed $60 million, calculated based on the average of the high and conditions low trading price of a Share of Class A Common Stock on the date of the Transfer; and (vi) as Parent may otherwise agree in writing in its sole discretion; it being understood that any transferees of Shares pursuant to the Transfers of Shares contemplated by clause (iv) and clause (v) of this Section 4(b) are not required to agree to be bound by this Agreement. (c) After the date of this Agreement (a “Permitted Transfer”). Any attempted and prior to the Transfer of any Shares or any interest therein under the Trading Plan, Shaich shall terminate the Trading Plan in violation of this accordance with Section 5 shall be null and void ab initio1(b)(i)(D) thereof.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)3 or Section 6) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere in any material respect with the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer excluding any bankruptcy filing. (b) Upon receipt of payment in full for all of its Shares, Stockholder agrees that any and all rights incident to its ownership of Shares by the Stockholder: (1) including any rights to recover amounts, if any, that may be determined to be due to any member stockholder or former stockholders of Company), including but not limited to rights arising out of a such Stockholder’s immediate family, (2) ownership of Shares prior to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee transfer of such Shares agrees in writing with to Purchaser or Parent pursuant to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Shares Class A Offer or any interest therein in violation of this Section 5 pursuant to the Merger Agreement, shall be null transferred to Purchaser and void ab initioParent upon the transfer to Purchaser or Parent of such Stockholder’s Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)3 or Section 5) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“"Transfer”"), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere in any material respect with the performance of the such Stockholder’s 's obligations hereunder or the transactions contemplated hereby. , excluding any bankruptcy filing. (b) Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer Stockholder may make (a) Transfers of Shares by the Stockholder: (1) to will or by operation of law or other transfers for estate planning purposes, in which case any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above such transferee shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees agree in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer prior to the consummation of any such Transfer, (b) with respect to such Stockholder’s Company Options which expire on or prior to the Termination Date, to the extent permitted by the Company Stock Plans, Transfers of Shares to the Company as payment for the (I) exercise price of such Stockholder’s Company Options and (II) taxes applicable to the exercise of such Stockholder’s Company Options, and (c) as Parent may otherwise agree in writing in its sole discretion. (c) Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement, Stockholder agrees that any and all rights incident to his or her ownership of Shares (including any interest therein in violation rights to recover amounts, if any, that may be determined to be due to any stockholder or former stockholder of this Section 5 the Company), including but not limited to rights arising out of a such Stockholder's ownership of Shares prior to the transfer of such Shares to Merger Sub or Parent pursuant to the Offer or pursuant to the Merger Agreement, shall be null transferred to Merger Sub and void ab initioParent upon the transfer to Merger Sub or Parent of such Stockholder's Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date (as defined below), except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder each Shareholder shall not, and shall cause each of its Subsidiaries (if applicable) not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, pledge hedge, charge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any lien or encumbrance on or enter into any agreement with respect to any of the foregoing (“Transfer”), any or all of such Shareholder’s Securities, provided that nothing contained herein shall prohibit (A) the net settlement of the Shareholder’s options to purchase Eros Ordinary Shares (to pay the exercise price thereof and any tax withholding obligations), (B) the net settlement of the Shareholder’s restricted stock units (including performance-based restricted stock units, if applicable) settled in Eros Ordinary Shares (to pay any tax withholding obligations), (C) the exercise of the Shareholder’s options to purchase Eros Ordinary Shares, to the extent such options would expire prior to the Effective Time, (D) the sale of a sufficient number of Eros Ordinary Shares acquired upon exercise of the Shareholder’s options pursuant to the foregoing clause (C) or upon the settlement of the Shareholder’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 the Shareholder as a result of such exercise or settlement, (E) any right Transfer where the Shareholder retains sole direct and indirect voting control over such Shareholder’s Securities through the Termination Date, or interest therein(F) any Transfer to another member of the Eros Founder Group; (ii) solicit, initiate, endorse, encourage or facilitate the making by any Person (other than the other parties to the Merger Agreement) of any Acquisition Proposal; (iii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares any or any other securities all of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingsuch Shareholder’s Securities; (iiiiv) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares such Shareholder’s Securities with respect to any matter that is in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebysuch Shareholder under this Agreement with respect to such Shareholder’s Securities; (ivv) deposit any of the Shares such Shareholder’s Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares Equity Interests, including such Shareholder’s Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebysuch Shareholder under this Agreement with respect to such Shareholder’s Securities; or (vvi) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the Stockholdersuch Shareholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoinghereunder, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such Shareholder’s Securities shall occur (including, but not limited to, a sale by Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shareholder’s Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date. (b) Prior to the Termination Date, each Shareholder shall not enter into any discussion, negotiation, agreement, arrangement or understanding concerning any of the foregoing (other than this Agreement) or knowingly encourage, assist, solicit, seek or seek to cause any person to undertake any action inconsistent with this Section 3. (c) Prior to the Termination Date, in the event that a Shareholder acquires legal or beneficial ownership of, or the power to vote or direct the voting of, any additional Shares or other voting interests with respect to Eros, such Shares or voting interests shall, without further action of the parties, be deemed such Shareholder’s Securities and subject to the provisions of this Agreement, and the number of Shares held by such Shareholder set forth on Schedule I attached hereto will be deemed amended accordingly and such Shares or voting interests shall automatically become subject to the terms of this Agreement. Each Shareholder shall promptly notify STX and Eros of any such event.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 3 hereof), the each Stockholder shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, pledge or otherwise dispose (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of, or consent to any of the foregoing (“"Transfer”"), any Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingShares; (iii) grant any proxy or power-of-attorney with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) take any other action that would restrict, limit or interfere in any material respect with the performance of the such Stockholder’s 's obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: : (1A) if Stockholder is an individual, to any member of Stockholder’s 's immediate family, (2) or to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s 's immediate familyfamily or established for charitable purposes, or (3) upon the death of Stockholder, or (B) if Stockholder is a partnership, limited liability company or trust, to one or more partners or members of Stockholder or to an affiliated corporation under common control with Stockholder or to any trustee or beneficiary of the Stockholdertrust, provided that any Transfer permitted pursuant to (1A) to or (3B) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Shares or any interest therein in violation of this Section 5 shall be null and void ab initioAgreement.