Common use of Transfer and Other Restrictions Clause in Contracts

Transfer and Other Restrictions. Prior to the termination of this Agreement, Stockholder agrees not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement or pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereof, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition (collectively, “Transfer”) of any or all of the Securities or any interest therein, except (i) as provided in Section 6 hereof; (ii) for Transfers of the Securities in the open market; (iii) for private block trades of the Securities, provided that under no circumstances may Stockholder transfer any Securities pursuant to this Section 5(a)(iii) (A) to any person or group which is the “beneficial owner” (as determined pursuant to Rule 13d-3 under the Exchange Act) of 5% or more of the outstanding shares of Company Common Stock or (B) representing 2% or more of the outstanding shares of Company Common Stock to any one person or group and/or (iv) other Transfers (including distributions of Securities by Stockholder to its shareholders) in which each transferee shall have: (A) executed a counterpart of this Agreement and a proxy in the form attached hereto as Annex I and (B) agreed in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorney, deposit any of the Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Securities except as provided in this Agreement; or (c) take any other action for the purpose of making any representation or warranty of Stockholder contained herein untrue or incorrect or of preventing or disabling Stockholder from performing its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, any Securities Transferred in a manner permitted by Section 5(a) hereof shall be Transferred free and clear of any voting restriction and of the Proxy (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv).

Transfer and Other Restrictions. Prior to the termination of this Agreement, Stockholder each Shareholder hereby irrevocably and unconditionally agrees not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement or pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereof, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (collectively, “Transfer”) of ), any or all of the Securities such Shareholder holds or beneficially owns or has any interest therein, except (i) except as provided in Section 6 hereof; 7 hereof or, (ii) for Transfers unless each Person to which any of the such Securities in the open market; (iii) for private block trades of the Securitiesis or may be Transferred, provided that under no circumstances may Stockholder transfer any Securities pursuant to this Section 5(a)(iii) (A) to any person or group which is the “beneficial owner” (as determined pursuant to Rule 13d-3 under the Exchange Act) of 5% or more of the outstanding shares of Company Common Stock or (B) representing 2% or more of the outstanding shares of Company Common Stock to any one person or group and/or (iv) other Transfers (including distributions of Securities by Stockholder to its shareholders) in which each transferee shall have: (A) executed a counterpart of this Agreement and a proxy in the form attached hereto as Annex I and (B) agreed in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or power of attorneyattorney with respect to any of the Securities such Shareholder holds or beneficially owns, or deposit any of the Securities such Shareholder holds or beneficially owns into a voting trust or enter into a voting agreement or arrangement with respect to the Securities any such Securities, in each case except as provided in this Agreement; or (c) take any other action for the purpose that would prevent or materially impair such Shareholder from performing any of making its obligations under this Agreement or that would make any representation or warranty of Stockholder contained herein such Shareholder hereunder untrue or incorrect or have the effect of preventing or disabling Stockholder from performing materially impairing the performance by such Shareholder of any of its obligations under this Agreement. Notwithstanding anything . (d) For the avoidance of doubt, notwithstanding any other provision of this Agreement to the contrary contrary, the restrictions set forth in this Section 6(a), (b) and (c) shall not apply to any Transfer of any Securities in accordance with any share pledge agreements in respect of any such Securities entered into by either Shareholder prior to the date of this Agreement, any Securities Transferred in provided that no such share pledge agreement shall have a manner permitted by Section 5(a) hereof shall be Transferred free and clear materially adverse impact on the ability of any voting restriction and of the Proxy (as defined below), in each case except such shareholder to the extent specifically provided by Section 5(a)(iv)perform its obligations hereunder.

Transfer and Other Restrictions. Prior to (a) From and after the date ------------------------------- hereof until the termination of this Agreement, Stockholder agrees not to, directly or indirectly: (ai) except pursuant to the terms of the Merger Agreement or pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereofAgreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition (collectively, “Transfer”) of Transfer any or all of the Securities Shares or any interest therein, therein except (i) as provided in Section 6 2.2 hereof; ; (ii) for Transfers of the Securities in the open market; (iii) for private block trades of the Securities, provided that under no circumstances may Stockholder transfer any Securities pursuant to this Section 5(a)(iii) (A) to any person or group which is the “beneficial owner” (as determined pursuant to Rule 13d-3 under the Exchange Act) of 5% or more of the outstanding shares of Company Common Stock or (B) representing 2% or more of the outstanding shares of Company Common Stock to any one person or group and/or (iv) other Transfers (including distributions of Securities by Stockholder to its shareholders) in which each transferee shall have: (A) executed a counterpart of this Agreement and a proxy in the form attached hereto as Annex I and (B) agreed in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or proxy, power of attorney, deposit any of the Securities Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Securities Shares except as provided in this Agreement; or (ciii) take any other action for the purpose of making that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. Notwithstanding anything . (c) Stockholder agrees with, and covenants to, Company that Stockholder shall not request that Parent register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares, unless such transfer is made pursuant to the contrary and in compliance with this Agreement. The foregoing restrictions shall not prohibit a transfer of Shares (i) in the case of an individual, to any Securities Transferred member of his immediate family, to a trust for the benefit of Stockholder or any member of his immediate family or a transfer of Shares upon the death of Stockholder, (ii) in the case of a partnership or limited liability company, to one or more partners or members or to an affiliated corporation or (iii) which Stockholder can not prevent (it being understood that Stockholder shall use his best efforts to prevent transfers other than pursuant to (i) or (ii) hereof); provided, however, that any transferee with respect to a transfer permitted under (i) or (ii) shall, as a precondition to such transfer, agree in a manner permitted writing delivered to Parent, to be bound by Section 5(a) hereof shall be Transferred free the terms and clear conditions of any voting restriction this Agreement and of executed and deliver to Parent a proxy in the Proxy (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv).form attached hereto

Transfer and Other Restrictions. Prior to the termination of this Agreement, Stockholder each Shareholder hereby irrevocably and unconditionally agrees not to, and to cause each of his Affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement or pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereof, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”) of ), any or all of the Securities such Shareholder Beneficially Owns or any interest therein, except (i) as provided in Section 6 hereof; pursuant to the Contribution Agreement or the Merger Agreement, or (ii) for Transfers any Transfer to an Affiliate of the Securities in the open market; (iii) for private block trades of the Securitiessuch Shareholder, provided that under no circumstances may Stockholder transfer any Securities pursuant to this Section 5(a)(iii) (A) to any person or group which is the “beneficial owner” (as determined pursuant to Rule 13d-3 under the Exchange Act) of 5% or more of the outstanding shares of Company Common Stock or (B) representing 2% or more of the outstanding shares of Company Common Stock to any one person or group and/or (iv) other Transfers (including distributions of Securities by Stockholder to its shareholders) in which each transferee such Affiliate shall have: (A) executed a counterpart of this Agreement and a proxy in the form attached hereto as Annex I and (B) have agreed in writing in a form reasonably acceptable to hold such Securities (or interest in such Securities) subject Parent and the Company to all of the terms and provisions of be bound by this Agreement; (b) grant any proxy or power of attorneyattorney with respect to any of the Securities he Beneficially Owns, or deposit any of the Securities he Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to the any such Securities except as provided in this Agreement; or (c) take any other action for that would prevent or materially impair the purpose Shareholder from performing any of making his obligations under this Agreement or that would make any representation or warranty of Stockholder contained herein such Shareholder hereunder untrue or incorrect or have the effect of preventing or disabling Stockholder from performing materially impairing the performance by the Shareholder of any of his obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any Shareholder of his obligations under this Agreement. Notwithstanding anything to the contrary Any purported Transfer in violation of this Agreement, any Securities Transferred in a manner permitted by Section 5(a) hereof 7 shall be Transferred free null and clear of any voting restriction and of the Proxy (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv)void.

Transfer and Other Restrictions. Prior to (a) From and after the date ------------------------------- hereof until the termination of this Agreement, Stockholder agrees not to, directly or indirectly: (ai) except pursuant to the terms of the Merger Agreement or pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereofAgreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition (collectively, “Transfer”) of Transfer any or all of the Securities Shares or any interest therein, therein except (i) as provided in Section 6 2.2 hereof; ; (ii) for Transfers of the Securities in the open market; (iii) for private block trades of the Securities, provided that under no circumstances may Stockholder transfer any Securities pursuant to this Section 5(a)(iii) (A) to any person or group which is the “beneficial owner” (as determined pursuant to Rule 13d-3 under the Exchange Act) of 5% or more of the outstanding shares of Company Common Stock or (B) representing 2% or more of the outstanding shares of Company Common Stock to any one person or group and/or (iv) other Transfers (including distributions of Securities by Stockholder to its shareholders) in which each transferee shall have: (A) executed a counterpart of this Agreement and a proxy in the form attached hereto as Annex I and (B) agreed in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or proxy, power of attorney, deposit any of the Securities Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Securities Shares except as provided in this Agreement; or (ciii) take any other action for the purpose of making that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. Notwithstanding anything . (c) Stockholder agrees with, and covenants to, Parent that Stockholder shall not request that Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares, unless such transfer is made pursuant to the contrary and in compliance with this Agreement. The foregoing restrictions shall not prohibit a transfer of Shares (i) in the case of an individual, to any Securities Transferred member of his immediate family, to a trust for the benefit of Stockholder or any member of his immediate family or a transfer of Shares upon the death of Stockholder, (ii) in the case of a partnership or limited liability company, to one or more partners or members or to an affiliated corporation or (iii) which Stockholder can not prevent (it being understood that Stockholder shall use his best efforts to prevent transfers other than pursuant to (i) or (ii) hereof); provided, however, that any transferee with respect to a transfer permitted under (i) or (ii) shall, as a precondition to such transfer, agree in a manner permitted writing delivered to Parent, to be bound by Section 5(a) hereof shall be Transferred free the terms and clear conditions of any voting restriction this Agreement and of executed and deliver to Company a proxy in the Proxy (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv)form attached hereto.

Transfer and Other Restrictions. (a) Prior to the termination of the Shareholder’s obligations under this AgreementSection 1.3 pursuant to Section 3 hereof, Stockholder the Shareholder agrees not to, directly or indirectly:indirectly (with any Transfer, attempted Transfer or action in violation of this Section 1.3(a) being null and void and of no effect whatsoever): (ai) except pursuant to the terms of the Merger Agreement or pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereof, offer for sale, sell, transfer, tender, pledge, encumber, assign Transfer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment Transfer or other disposition (collectivelyof, “Transfer”) of any or all of the Securities Shares or any interest therein, therein except (i) as provided in Section 6 hereof; (ii1.5(a) for Transfers of the Securities in the open market; (iii) for private block trades of the Securities, provided that under no circumstances may Stockholder transfer any Securities pursuant to this Section 5(a)(iii) (A) to any person or group which is the “beneficial owner” (as determined pursuant to Rule 13d-3 under the Exchange Act) of 5% or more of the outstanding shares of Company Common Stock or (B) representing 2% or more of the outstanding shares of Company Common Stock to any one person or group and/or (iv) other Transfers (including distributions of Securities by Stockholder to its shareholders) in which each transferee shall have: (A) executed a counterpart of this Agreement and a proxy in the form attached hereto as Annex I and (B) agreed in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreementbelow; (bii) grant any proxy or power of attorneyattorney with respect to the Shares, deposit any of the Securities Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Securities except as provided Shares other than in connection with this Voting Agreement; or (ciii) take any other action for the purpose of making that would make any representation or warranty of Stockholder the Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder the Shareholder from performing his or its obligations under this Voting Agreement. . (b) Notwithstanding anything in this Voting Agreement to the contrary contrary, the Shareholder may Transfer all or a portion of the Shares to (i) any other Person who enters into a voting agreement (or similar Contract) with Mobile X on substantially similar terms and conditions as set forth in this AgreementVoting Agreement or to any Affiliate of such Person, (ii) any immediate family member (including a trust for such family member’s benefit) of the Shareholder, (iii) if the Shareholder is an entity, any Securities Transferred in a manner permitted by Section 5(a) hereof shall be Transferred free and clear of any voting restriction and shareholder, member or partner of the Proxy Shareholder, (as defined belowiv) any Person if and to the extent required by any order or decree by a Governmental Authority (including by divorce decree), or by will, intestacy or other similar Law or (v) any charitable foundation or organization, in each case except case, only so long as, prior to and as a condition to effectuating any such Transfer, the assignee or transferee agrees to be bound by the terms of this Voting Agreement and first executes and delivers to the parties hereto a written consent and joinder memorializing such agreement in form and substance reasonably satisfactory to Mobile X and Parent. During the term of this Voting Agreement, the Parent will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of the Shares, except as permitted by, and in accordance with, this Section 1.3(b), receipt of written consent by the parties or as, in the reasonable determination of the Parent, required by law. (c) To the extent specifically the Shareholder is, as of the date hereof, party to a contract or agreement that requires the Shareholder to Transfer Shares to another person or entity, the Shareholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Voting Agreement with respect to the Shares to be Transferred. Nothing herein shall prohibit the Shareholder from exercising any option the Shareholder may hold in accordance with the terms of the option, provided by Section 5(a)(iv)that the securities acquired upon the exercise will become subject to this Voting Agreement.

Transfer and Other Restrictions. Prior to Until the termination of this AgreementAgreement or, Stockholder agrees if earlier, (x) with respect to the Shares beneficially owned by the Seller Parties other than the Sale Shares, until the Relevant EGM, and (y) with respect to the Sale Shares, until the earlier of the Closing or 6 months after the date hereof, Seller shall cause each Seller Party to irrevocably and unconditionally agree not to, and to cause each of its Affiliates not to, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement or pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereof, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”) of ), any or all of the Securities such Shares such Seller Party beneficially owns or any interest therein, except (i) as provided in Section 6 hereof; to the Buyer pursuant to this Agreement, or (ii) for Transfers to an Affiliate of the Securities in the open market; (iii) for private block trades of the Securities, provided that under no circumstances may Stockholder transfer any Securities pursuant to this Section 5(a)(iii) (A) to any person or group which is the “beneficial owner” (as determined pursuant to Rule 13d-3 under the Exchange Act) of 5% or more of the outstanding shares of Company Common Stock or (B) representing 2% or more of the outstanding shares of Company Common Stock to any one person or group and/or (iv) other Transfers (including distributions of Securities by Stockholder to its shareholders) in which each transferee shall have: (A) executed a counterpart of this Agreement and a proxy in the form attached hereto as Annex I and (B) such Seller Party who has agreed in writing in a form reasonably acceptable to hold such Securities (or interest in such Securities) subject Buyer to all of the terms and provisions of be bound by this Agreement; (b) grant any proxy or power of attorneyattorney with respect to any of such Shares, or deposit any of the Securities such Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Securities any such Shares, except as provided in this Agreement; or (c) take any other action for the purpose that would prevent or materially impair such Seller Party from performing any of making its obligations under this Agreement or that would make any representation or warranty of Stockholder contained herein such Seller Party hereunder untrue or incorrect or have the effect of preventing or disabling Stockholder from performing materially impairing the performance by such Seller Party of any of its obligations under this Agreement. Notwithstanding anything Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the contrary in this Agreement, any Securities Transferred in a manner permitted by Section 5(a) hereof shall be Transferred free and clear of any voting restriction and consummation of the Proxy (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv)Sale.

Transfer and Other Restrictions. (a) Prior to the termination of the Shareholder’s obligations under this AgreementSection 1.3 pursuant to Section 3 hereof, Stockholder the Shareholder agrees not to, directly or indirectly:indirectly (with any Transfer, attempted Transfer or action in violation of this Section 1.3(a) being null and void and of no effect whatsoever): (ai) except pursuant to the terms of the Merger Agreement or pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereof, offer for sale, sell, transfer, tender, pledge, encumber, assign Transfer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment Transfer or other disposition (collectivelyof, “Transfer”) of any or all of the Securities Shares or any interest therein, therein except (i) as provided in Section 6 hereof; (ii1.5(a) for Transfers of the Securities in the open market; (iii) for private block trades of the Securities, provided that under no circumstances may Stockholder transfer any Securities pursuant to this Section 5(a)(iii) (A) to any person or group which is the “beneficial owner” (as determined pursuant to Rule 13d-3 under the Exchange Act) of 5% or more of the outstanding shares of Company Common Stock or (B) representing 2% or more of the outstanding shares of Company Common Stock to any one person or group and/or (iv) other Transfers (including distributions of Securities by Stockholder to its shareholders) in which each transferee shall have: (A) executed a counterpart of this Agreement and a proxy in the form attached hereto as Annex I and (B) agreed in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreementbelow; (bii) grant any proxy or power of attorneyattorney with respect to the Shares, deposit any of the Securities Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Securities except as provided Shares other than in connection with this Voting Agreement; or (ciii) take any other action for the purpose of making that would make any representation or warranty of Stockholder the Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder the Shareholder from performing his or its obligations under this Voting Agreement. . (b) Notwithstanding anything in this Voting Agreement to the contrary contrary, the Shareholder may Transfer all or a portion of the Shares to (i) any other Person who enters into a voting agreement (or similar Contract) with Parent on substantially similar terms and conditions as set forth in this AgreementVoting Agreement or to any Affiliate of such Person, (ii) any immediate family member (including a trust for such family member’s benefit) of the Shareholder, (iii) if the Shareholder is an entity, any Securities Transferred in a manner permitted by Section 5(a) hereof shall be Transferred free and clear of any voting restriction and shareholder, member or partner of the Proxy Shareholder, (as defined belowiv) any Person if and to the extent required by any order or decree by a Governmental Authority (including by divorce decree), or by will, intestacy or other similar Law or (v) any charitable foundation or organization, in each case except case, only so long as, prior to and as a condition to effectuating any such Transfer, the assignee or transferee agrees to be bound by the terms of this Voting Agreement and first executes and delivers to the parties hereto a written consent and joinder memorializing such agreement in form and substance reasonably satisfactory to Mobile X and Parent. During the term of this Voting Agreement, the Mobile X will not register or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of the Shares, except as permitted by, and in accordance with, this Section 1.3(b), receipt of written consent by the parties or as, in the reasonable determination of the Mobile X, required by law. (c) To the extent specifically the Shareholder is, as of the date hereof, party to a contract or agreement that requires the Shareholder to Transfer Shares to another person or entity, the Shareholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Voting Agreement with respect to the Shares to be Transferred. Nothing herein shall prohibit the Shareholder from exercising any option the Shareholder may hold in accordance with the terms of the option, provided by Section 5(a)(iv)that the securities acquired upon the exercise will become subject to this Voting Agreement.

Transfer and Other Restrictions. Prior to (a) From and after the date ------------------------------- hereof until the termination of this Agreement, Stockholder agrees not to, directly or indirectly: (ai) except pursuant to the terms of the Merger Agreement or pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereofAgreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition (collectively, “Transfer”) of Transfer any or all of the Securities Shares or any interest therein, therein except (i) as provided in Section 6 2.2 hereof; ; (ii) for Transfers of the Securities in the open market; (iii) for private block trades of the Securities, provided that under no circumstances may Stockholder transfer any Securities pursuant to this Section 5(a)(iii) (A) to any person or group which is the “beneficial owner” (as determined pursuant to Rule 13d-3 under the Exchange Act) of 5% or more of the outstanding shares of Company Common Stock or (B) representing 2% or more of the outstanding shares of Company Common Stock to any one person or group and/or (iv) other Transfers (including distributions of Securities by Stockholder to its shareholders) in which each transferee shall have: (A) executed a counterpart of this Agreement and a proxy in the form attached hereto as Annex I and (B) agreed in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or proxy, power of attorney, deposit any of the Securities Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Securities Shares except as provided in this Agreement; or (ciii) take any other action for the purpose of making that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. Notwithstanding anything . (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Shares to another person or entity (excluding a contract or agreement pledging Shares to Parent), Stockholder will not effect any such Transfer unless to cause the transferee to be bound by and to execute an agreement in the form of this Agreement with respect to the contrary Shares to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided, -------- however, that the securities acquired upon such exercise shall be deemed Shares. ------- (c) Stockholder agrees with, and covenants to, Company that Stockholder shall not request that Parent register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares, unless such transfer is made pursuant to and in compliance with this Agreement. The foregoing restrictions shall not prohibit a transfer of Shares (i) in the case of an individual, to any Securities Transferred member of his immediate family, to a trust for the benefit of Stockholder or any member of his immediate family or a transfer of Shares upon the death of Stockholder, (ii) in the case of a partnership or limited liability company, to one or more partners or members or to an affiliated corporation or (iii) which Stockholder can not prevent (it being understood that Stockholder shall use his best efforts to prevent transfers other than pursuant to (i) or (ii) hereof); provided, however, that any transferee with respect to a transfer permitted under (i) or (ii) shall, as a precondition to such transfer, agree in a manner permitted writing delivered to Parent, to be bound by Section 5(a) hereof shall be Transferred free the terms and clear conditions of any voting restriction this Agreement and of executed and deliver to Parent a proxy in the Proxy (as defined below), in each case except to the extent specifically provided by Section 5(a)(iv).form attached hereto

Transfer and Other Restrictions. (a) Prior to the termination of this AgreementAgreement pursuant to Section 3 below, Stockholder Shareholder agrees not to, directly or indirectly: (ai) except pursuant to the terms of the Merger Agreement or pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereofAgreement, offer for sale, sell, transfer, tender, pledge, encumber, assign Transfer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment Transfer or other disposition (collectively, “Transfer”) of any or all of the Subject Securities or any interest therein, therein except (i) as provided in Section 6 1.2 hereof; ; (ii) for Transfers of the Securities in the open market; (iii) for private block trades of the Securities, provided that under no circumstances may Stockholder transfer any Securities pursuant to this Section 5(a)(iii) (A) to any person or group which is the “beneficial owner” (as determined pursuant to Rule 13d-3 under the Exchange Act) of 5% or more of the outstanding shares of Company Common Stock or (B) representing 2% or more of the outstanding shares of Company Common Stock to any one person or group and/or (iv) other Transfers (including distributions of Securities by Stockholder to its shareholders) in which each transferee shall have: (A) executed a counterpart of this Agreement and a proxy in the form attached hereto as Annex I and (B) agreed in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreement; (b) grant any proxy or proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in this Agreement; or (ciii) take any other action for the purpose of making that would make any representation or warranty of Stockholder Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder Shareholder from performing its obligations under this Agreement. Notwithstanding anything . (b) This Section 1.3 shall not prohibit a Transfer of Subject Securities by Shareholder (A) to any member of Shareholder's immediate family, or to a trust for the benefit of Shareholder or any member of Shareholder's immediate family, or (B) upon the death of Shareholder; provided however, that Shareholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the contrary in this AgreementShares to be Transferred. To the extent Shareholder is, any Securities Transferred in a manner permitted by Section 5(a) hereof shall be Transferred free and clear of any voting restriction and as of the Proxy date hereof, party to a contract or agreement that requires Shareholder to Transfer Shares to another person or entity (as defined belowexcluding a contract or agreement pledging Shares to the Company), Shareholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in each case except the form of this Agreement with respect to the extent specifically provided by Section 5(a)(iv)Shares to be Transferred.