Common use of Transfer and Encumbrance Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

Transfer and Encumbrance. Except as contemplated by the Merger Agreement, and except Other than as provided in Sections 1(b) and 2 belowherein, during the period beginning on the date hereof and ending on the earlier to occur of (i) ninety (90) days following the Effective Date, and (ii) until the Expiration Date (as defined below), Holder agrees Stockholder shall not to, directly or indirectly, hereafter (Aa) transfer (except as may be specifically required by court order), sell, exchange, tender, assigntransfer, contribute to the capital of any entitypledge, encumber, assign or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (Bb) grant any proxies or powers of attorney, deposit any of such Shares or New Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or New Shares or grant any proxy or power of such attorney with respect thereto, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect sale, transfer, pledge, encumbrance, assignment or other disposition of any Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clause, or (Cd) take any action that could reasonably be expected to would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Holder Stockholder from performing Holder’s Stockholder's obligations under this Agreement; PROVIDED, and Holder warrants HOWEVER, that it has not agreed Stockholder shall be permitted to carry out any of the foregoing matters in relation to the transfer Shares or any New Shares; providedShares (i) by will or by operation of law to the estate of the Stockholder upon the death of such Stockholder, however thatin which case this Agreement shall be deemed to legally bind the transferee without any further action on the part of the Buyer, notwithstanding (ii) pursuant to a pledge agreement, subject to the provisions pledgee agreeing in writing to be bound by the terms of this Section 1(a)Agreement, the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation and (iii) for bona fide estate planning purposes, subject to the Mergertransferee agreeing in writing to be bound by the terms of this Agreement. As used herein, the term “Expiration Date” "EXPIRATION DATE" shall mean the earlier to occur of (i) the Effective Time (as defined in the Merger Agreement), and (ii) such date of termination of and time as the Merger Agreement in accordance with the terms and provisions shall be terminated pursuant to Article VIII thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not apply.

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

Transfer and Encumbrance. Except as contemplated by the Merger AgreementStockholder agrees that, and except as provided in Sections 1(b) and 2 below, during the period beginning on prior to the date hereof and ending on this Agreement shall be terminated in accordance with its terms, it will not, without the earlier to occur prior written consent of (i) ninety (90) days following the Effective DateCompany, and (ii) the Expiration Date (as defined below), Holder agrees not to, directly or indirectly, (A) transfer (except as may be specifically required by court order)voluntarily transfer, sell, exchangeoffer, tender, assign, contribute to the capital of any entity, pledge or otherwise dispose of (including by merger, consolidation way of merger or otherwise by operation of lawotherwise) or encumber ("Transfer"), except for Encumbrances created pursuant to the Secured Lending Arrangements that do not alter the ability of Stockholder to comply with the provisions of this Agreement, any of the Shares or New Shares; provided, however, that Stockholder may transfer ownership of any of the Shares or New Shares without the consent of the Company (as defined below), including any shares i) following the exercise by Stockholder of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale registration rights with respect to the Shares or any New Sharespursuant to Article VII of the Intercompany Agreement, enter into or acquire an offsetting derivative contract with respect provided that (x) such Transfer is made pursuant to a firm commitment underwritten public offering, (y) after giving effect to such Transfer and to Stockholder's reasonable estimate of the number of shares of Class A Common Stock to be issued in the Merger, Stockholder will continue to own beneficially at least such number of Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership as is necessary to exercise a majority of the Shares or voting power at any New Sharesmeeting, and in any action by written consent, of the stockholders of NFS and (z) the closing of any such Transfer shall not occur during the period beginning on the 30th calendar day prior to the date of the Company Special Meeting and terminating on the Closing Date under the Merger Agreement, or to, directly or indirectly, make (ii) to any offer or agreement relating thereto, (B) grant any proxies or powers member of attorney, deposit any the Nationwide Affiliated Group if the transferee of such Shares or New Shares into shall, prior to such transfer, execute a voting trust or enter into a voting agreement with respect counterpart to any this Agreement and shall have agreed to be bound by the terms of this Agreement, including the obligation to vote such Shares or New SharesShares in accordance with Section 2 hereof. The term "Nationwide Affiliated Group" shall mean, any of Parent and all of its direct and indirect subsidiaries and affiliates now or hereafter existing. Stockholder agrees not to enter into any agreement agreement, arrangement or arrangement providing for understanding with any of the actions described in this clause, or (C) take any action that could reasonably be expected to have Person the effect of preventing which would be inconsistent with or disabling Holder from performing Holder’s obligations under this Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation to the Shares or any New Shares; provided, however that, notwithstanding violate the provisions and agreements of this Section 1(a), the Holder may provide an irrevocable undertaking or other form of support agreement to Parent or Company in relation to the Merger. As used herein, the term “Expiration Date” shall mean the date of termination of the Merger Agreement in accordance with the terms and provisions thereof. During period from ninety (90) to one hundred eighty (180) days following the Effective Date, the foregoing restriction applies to fifty percent (50%) of the Shares and fifty percent (50%) of any News Shares, and after one hundred eighty (180) days, the foregoing restriction does not apply4.

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

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

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

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

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