Common use of Transfer and Other Restrictions Clause in Contracts

Transfer and Other Restrictions. Except pursuant to this Agreement, the Shareholder shall not, directly or indirectly, (i) Transfer (as defined below) or enter into any Contract, option or other arrangement or understanding (excluding any profit sharing agreement or any other arrangement that constitutes a Transfer of the economic (but not the voting) interest in such Subject Shares) with respect to the Transfer of, any of its Subject Shares to any Person, (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of its Subject Shares, (iii) take any other action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or would in any way restrict, limit or interfere with the performance of the Shareholder’s obligations hereunder or (iv) commit or agree to take any of the foregoing actions; provided, however, that, notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit the Shareholder from selling or disposing of Subject Shares (i) pursuant to any plan of FSI, existing or as contemplated by the Merger Agreement and Contemplated Transactions, designated to satisfy the requirements of Rule 10b5-1 under the Exchange Act in which the Shareholder is a participant as of the date of this Agreement or (ii) to any Permitted Transferee (as defined below) so long as such Permitted Transferee executes a signature page to this Agreement and delivers the same to the Company, pursuant to which such Permitted Transferee agrees to be a “Shareholder” pursuant to this Agreement with respect to such Subject Shares that are the subject of such Transfer. “Permitted Transferee” means (i) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder, (ii) any trust, the trustees of which include only the persons named in clause (i) and the beneficiaries of which include only the persons named in clause (i), (iii) any corporation, limited liability company or partnership, the shareholders, members or general or limited partners of which include only the persons named in clause (i), or (iv) any person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. The Shareholder hereby authorizes and will instruct FSI or its counsel to notify FSI’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares of the Shareholder (and that this Agreement places limits on the voting and transfer of such Subject Shares), subject to the provisions hereof. Notwithstanding the foregoing, any such stop transfer order and notice will immediately be withdrawn and terminated upon any termination of this Agreement pursuant to Section 4.11. “Transfer” means any direct or indirect sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, excluding entry into this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and thereby.

Transfer and Other Restrictions. Except pursuant Prior to this Agreementthe earlier of the Effective Time and the Termination Date, the Shareholder Holders shall not, directly or indirectly, (ia) Transfer (as defined below) Transfer, or enter into any Contract, option or other arrangement or understanding (excluding any profit sharing agreement or any other arrangement that constitutes a Transfer of the economic (but not the voting) interest in such Subject Shares) with respect to the Transfer of, any of its Subject Shares to any Person, (iib) tender into any tender or exchange offer any Subject Shares, whether voluntarily, involuntarily, by operation or otherwise or (c) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, or grant a proxy or power of attorney or any other Contract, option or other arrangement or understanding with respect to the tendering, voting of or sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (including by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise) with respect to any of its Subject Shares, or deposit any Subject Shares into a voting trust. Notwithstanding the foregoing, this Section 4.02 shall not prohibit (iiii) take a Transfer of any Subject Shares by a Holder (A) if such Holder is an individual, to any immediate family member or lineal descendant of such Holder or a trust for the benefit of any such family member or lineal descendant, (B) to any person or entity if and solely to the extent required by any non-consensual, final and non-appealable injunction, order, judgment or decree of any Governmental Authority, by divorce decree or by will, intestacy or other action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or would similar law, (C) as Parent may agree (prior to such Transfer) in any way restrictwriting in its sole and absolute discretion, limit or interfere with the performance of the Shareholder’s obligations hereunder or (ivD) commit or agree to take any an Affiliate of such Holder, so long as, in the case of each of the foregoing actions; providedclauses (i)(A) through (i)(D), however, that, notwithstanding the foregoing, nothing in assignee or transferee agrees to be bound by the terms of this Agreement shall be deemed to prohibit the Shareholder same effect as such Holder and executes and delivers to the parties hereto a written consent and joinder memorializing such agreement in form reasonably acceptable to Parent, or (ii) (A) the net settlement of such Holder’s options to purchase shares of Company Common Stock (to pay the exercise price thereof and any tax withholding obligations), (B) the net settlement of such Holder’s restricted stock units (including performance-based restricted stock units, if applicable) settled in shares of Company Common Stock (to pay any tax withholding obligations), (C) the exercise of such Holder’s options to purchase shares of Company Common Stock, to the extent such options would expire prior to the Effective Time, (D) the sale of a sufficient number of shares of Company Common Stock acquired upon exercise of such Holder’s options pursuant to the foregoing clause (C) or upon the settlement of such Holder’s restricted stock units, in each case as would generate sales proceeds sufficient to pay the aggregate applicable exercise price of shares then exercised under such options and the taxes payable by such Holder as a result of such exercise or settlement, (E) such Holder from selling or disposing of Subject Shares (i) pursuant to under any written plan in effect on the date hereof providing for the trading of FSI, existing or as contemplated by the Merger Agreement and Contemplated Transactions, designated to satisfy the requirements of Shares in accordance with Rule 10b5-1 under the Exchange Act in which the Shareholder is a participant as of that has been disclosed and provided to Parent prior to the date of this Agreement or (ii) to any Permitted Transferee (as defined below) so long as such Permitted Transferee executes a signature page to this Agreement and delivers the same to the Company, pursuant to which such Permitted Transferee agrees to be a “Shareholder” pursuant to this Agreement with respect to such Subject Shares that are the subject of such Transfer. “Permitted Transferee” means (i) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder, (ii) any trust, the trustees of which include only the persons named in clause (i) and the beneficiaries of which include only the persons named in clause (i), (iii) any corporation, limited liability company or partnership, the shareholders, members or general or limited partners of which include only the persons named in clause (i)hereof, or (ivF) any person by willTransfer where such Holder retains sole direct and indirect voting control over its Subject Shares through the term of this Agreement. Any attempted Transfer of, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. The Shareholder hereby authorizes and will instruct FSI or its counsel to notify FSI’s transfer agent that there is a stop transfer order other action with respect to all of the to, Subject Shares of the Shareholder (and that this Agreement places limits on the voting and transfer of such Subject Shares), subject to the provisions hereof. Notwithstanding the foregoing, or any such stop transfer order and notice will immediately be withdrawn and terminated upon any termination interest therein in violation of this Agreement pursuant to Section 4.11. “Transfer” means any direct or indirect sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, excluding entry into this Agreement 4.02 shall be null and the Merger Agreement and the consummation of the transactions contemplated hereby and therebyvoid ab initio.

Transfer and Other Restrictions. Except pursuant to Stockholder represents, covenants and agrees that, except for the proxy granted in Section 1.3 hereof and as contemplated by this Agreement, the Shareholder : (i) Stockholder shall not, directly or indirectly, (i) Transfer (as defined below) during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 5 hereof, offer for sale or agree to sell, transfer, tender, assign, pledge, hypothecate or otherwise dispose of or enter into any Contractcontract, option or other arrangement or understanding with respect to, or consent to, the offer for sale, sale, transfer, tender, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Encumbrance of any nature whatsoever with respect to, any or all of the Shares or any interest therein; (excluding ii) Stockholder shall not grant any profit sharing proxy or power of attorney, or deposit any Shares into a voting trust or enter into a voting agreement or any other arrangement that constitutes a Transfer of the economic (but not the voting) interest in such Subject Shares) arrangement, with respect to the Transfer of, any voting of its Subject Shares to any Person, (iieach a “Voting Proxy”) enter into any voting arrangement, whether except as provided by proxy, voting agreement or otherwise, with respect to any of its Subject Shares, this Agreement; and (iii) take Stockholder has not granted, entered into or otherwise created any other action that would make Voting Proxy which is currently (or which will hereafter become) effective, and if any representation or warranty of the Shareholder contained herein untrue or incorrect or would in any way restrictVoting Proxy has been created, limit or interfere with the performance of the Shareholder’s obligations hereunder or (iv) commit or agree to take any of the foregoing actions; provided, however, that, notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit the Shareholder from selling or disposing of Subject Shares (i) pursuant to any plan of FSI, existing or as contemplated by the Merger Agreement and Contemplated Transactions, designated to satisfy the requirements of Rule 10b5-1 under the Exchange Act in which the Shareholder such Voting Proxy is a participant as of the date of this Agreement or (ii) to any Permitted Transferee (as defined below) so long as such Permitted Transferee executes a signature page to this Agreement and delivers the same to the Company, pursuant to which such Permitted Transferee agrees to be a “Shareholder” pursuant to this Agreement with respect to such Subject Shares that are the subject of such Transfer. “Permitted Transferee” means (i) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder, (ii) any trust, the trustees of which include only the persons named in clause (i) and the beneficiaries of which include only the persons named in clause (i), (iii) any corporation, limited liability company or partnership, the shareholders, members or general or limited partners of which include only the persons named in clause (i), or (iv) any person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. The Shareholder hereby authorizes and will instruct FSI or its counsel to notify FSI’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares of the Shareholder (and that this Agreement places limits on the voting and transfer of such Subject Shares), subject to the provisions hereofrevoked. Notwithstanding the foregoing, Stockholder may transfer or otherwise dispose of any Shares (A) in open market resale transactions (e.g. in a transaction in which there have been no discussions, agreements or understandings between the seller and the buyer or their respective agents or representatives and in connection with which no solicitation of buyers or offers to buy has occurred) with respect to resales of any shares of Company Common Stock, and (B) as a bona fide gift or gifts, provided that it shall be a condition to such stop transfer order that each donee thereof executes and notice will immediately be withdrawn and terminated upon any termination delivers to Buyer (1) an agreement with Buyer in the form of this Agreement pursuant to Section 4.11. “Transfer” means any direct or indirect saleand (2) an irrevocable proxy in the form attached hereto as Exhibit A, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement in each case with respect to any saleand all Shares so transferred, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, excluding entry into this Agreement and (C) to the Merger Agreement and the consummation of the transactions contemplated hereby and therebyCompany.

Transfer and Other Restrictions. Except pursuant to this Agreement(a) Without Buyer’s prior written consent, the Shareholder Stockholders shall not, directly or indirectly, (i) Transfer (as defined below) transfer, or enter into any Contract, option or other arrangement or understanding (excluding any profit sharing agreement or any other arrangement that constitutes a Transfer of the economic (but not the voting) interest in such Subject Shares) with respect to the Transfer ofof any Subject Stock to any Person other than (A) with respect to any Stockholder who is an individual, to any immediate family member of such individual or any trust for the benefit of such immediate family member, in each case for bona fide estate planning purposes, or to any lineal ascendants or descendants of the individual Stockholder pursuant to the laws of descent and distribution, (B) with respect to a Stockholder who is not an individual, to any Affiliate (provided that FSH shall not Transfer any Subject Stock to an Affiliate pursuant to this clause (B) so long as such Subject Stock is pledged pursuant to the FSFR Pledge Agreement) or (C) in the case of FSH, (x) pledges of its Subject Shares Stock in connection with the Sumitomo Facility and any exercise of remedies thereunder, including, without limitation, the foreclosure and sale of the Subject Stock (which pledges FSH shall cause to be released concurrently with Closing in accordance with the Sumitomo Payoff Letter), and (y) pledges of its Subject Stock contemplated by the Asset Purchase Agreement and the applicable Ancillary Agreements and any Personexercise of remedies thereunder, including, without limitation, the foreclosure and sale of the Subject Stock, provided that, in the case of clauses (A) and (B) of this Section 2.03(a)(i), the applicable transferee executes a joinder hereto that is reasonably satisfactory to Buyer in which such transferee agrees to be bound by the terms hereof as a Stockholder (any such transferee, a “Permitted Transferee”), or (ii) other than as expressly contemplated by Section 2.02, enter into any voting arrangement, whether by proxy, voting agreement or otherwise, or grant a proxy or power of attorney with respect to any of its Subject Shares, Stock (iii) take any other action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or would in any way restrict, limit or interfere with the performance of the Shareholder’s obligations hereunder or (iv) commit or agree to take any of the foregoing actions; provided, however, that, notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit the Shareholder from selling or disposing of Subject Shares (i) than pursuant to any plan of FSIthe FSFR Pledge Agreement, existing or as contemplated by the Merger Agreement and Contemplated Transactions, designated if applicable); provided that no such Transfer to satisfy the requirements of Rule 10b5-1 under the Exchange Act in which the Shareholder is a participant as of the date of this Agreement or (ii) to any Permitted Transferee (as defined below) so long as such Permitted Transferee executes permitted hereunder shall relieve a signature page to Stockholder from its obligations under this Agreement and delivers the same to the CompanyAgreement, pursuant to which such Permitted Transferee agrees to be a “Shareholder” pursuant to this Agreement other than with respect to such Subject Shares that are the subject of such Transfer. “Permitted Transferee” means (i) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder, (ii) any trust, the trustees of which include only the persons named Stock Transferred in clause (i) and the beneficiaries of which include only the persons named in clause (iaccordance with this Section 2.03(a), (iii) any corporation, limited liability company or partnership, the shareholders, members or general or limited partners of which include only the persons named in clause (i), or (iv) any person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. The Shareholder hereby authorizes and will instruct FSI or its counsel to notify FSI’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares of the Shareholder (and that this Agreement places limits on the voting and transfer of such Subject Shares), subject to the provisions hereof. Notwithstanding the foregoing, any such stop transfer order and notice will immediately be withdrawn and terminated upon any termination of this Agreement pursuant to Section 4.11. “Transfer” means any direct or indirect sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, excluding entry into this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and thereby.

Transfer and Other Restrictions. Except pursuant to this Agreement, the Shareholder each Stockholder shall not, directly or indirectly, (i) Transfer sell, transfer, pledge, assign or otherwise dispose of (as defined belowincluding by gift, merger or otherwise by operation of law) (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding (excluding any profit sharing agreement or any other arrangement that constitutes a Transfer of the economic (but not the voting) interest in such Subject Shares) with respect to the Transfer of, any of its Subject Shares to any Person, (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of its Subject Shares, (iii) take any other action that would make any representation or warranty of the Shareholder such Stockholder contained herein untrue or incorrect or would in any way restrict, limit or interfere with the performance of the Shareholdersuch Stockholder’s obligations hereunder or (iv) commit or agree to take any of the foregoing actions; provided, however, thatthat the foregoing restrictions on Transfer will not be applicable to, notwithstanding and the foregoingStockholder will not be restricted or prohibited from taking, nothing any of the following actions with respect to the Subject Shares (and the taking of such actions will not constitute a breach of this Agreement): (A) a bona fide pledge of, or grant of a security interest in, Subject Shares in this Agreement shall be deemed to prohibit connection with any financing arrangements with a financial institution that is in the Shareholder from selling business of engaging in such transactions, including any resulting Transfer of such pledged shares (or disposing shares in which a security interest has been granted) upon any foreclosure under the indebtedness underlying such pledge or security interest; (B) any Transfer of Subject Shares to an Affiliate of such Stockholder so long as such Affiliate executes an instrument assuming all the rights, benefits and obligations of such Stockholder hereunder and (iC) pursuant any Transfer of up to any plan twenty percent (20%) of FSI, existing or as contemplated by the Merger Agreement and Contemplated Transactions, designated to satisfy the requirements of Rule 10b5-1 under the Exchange Act in which the Shareholder is a participant Subject Shares as of the date of this Agreement or (ii) to any Permitted Transferee (as defined below) so long as as, unless such Permitted Transferee executes a signature page to this Agreement and delivers the same to the Company, Transfer is consummated pursuant to which such Permitted Transferee agrees to be a “Shareholder” pursuant to this Agreement with respect to an open market sale or in an SEC registered underwritten public offering, the transferee of such Subject Shares that are executes an instrument assuming all the subject rights, benefits and obligations of such Transferthe Stockholder hereunder. “Permitted Transferee” means (i) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder, (ii) any trust, the trustees of which include only the persons named in clause (i) and the beneficiaries of which include only the persons named in clause (i), (iii) any corporation, limited liability company or partnership, the shareholders, members or general or limited partners of which include only the persons named in clause (i), or (iv) any person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. The Shareholder Each Stockholder hereby authorizes and will instruct FSI Parent or its counsel to notify FSIParent’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares of the Shareholder such Stockholder (and that this Agreement places limits on the voting and transfer of such Subject Shares), subject to the provisions hereof. Notwithstanding the foregoing, any such stop transfer order and notice will immediately be withdrawn and terminated upon any termination of this Agreement pursuant to Section 4.11. “Transfer” means any direct or indirect sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, excluding entry into this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and thereby.

Transfer and Other Restrictions. Except pursuant to this Agreement(a) Without Buyer’s prior written consent, the Shareholder Stockholders shall not, directly or indirectly, (i) Transfer (as defined below) transfer, or enter into any Contract, option or other arrangement or understanding (excluding any profit sharing agreement or any other arrangement that constitutes a Transfer of the economic (but not the voting) interest in such Subject Shares) with respect to the Transfer ofof any Subject Stock to any Person other than (A) with respect to any Stockholder who is an individual, to any immediate family member of such individual or any trust for the benefit of such immediate family member, in each case for bona fide estate planning purposes, or to any lineal ascendants or descendants of the individual Stockholder pursuant to the laws of descent and distribution, (B) with respect to a Stockholder who is not an individual, to any Affiliate (provided that FSH shall not Transfer any Subject Stock to an Affiliate pursuant to this clause (B) so long as such Subject Stock is pledged pursuant to the FSC Pledge Agreement) or (C) in the case of FSH, (x) pledges of its Subject Shares Stock in connection with the Sumitomo Facility and any exercise of remedies thereunder, including, without limitation, the foreclosure and sale of the Subject Stock (which pledges FSH shall cause to be released concurrently with Closing in accordance with the Sumitomo Payoff Letter), and (y) pledges of its Subject Stock contemplated by the Asset Purchase Agreement and the applicable Ancillary Agreements and any Personexercise of remedies thereunder, including, without limitation, the foreclosure and sale of the Subject Stock, provided that, in the case of clauses (A) and (B) of this Section 2.03(a)(i), the applicable transferee executes a joinder hereto that is reasonably satisfactory to Buyer in which such transferee agrees to be bound by the terms hereof as a Stockholder (any such transferee, a “Permitted Transferee”), or (ii) other than as expressly contemplated by Section 2.02, enter into any voting arrangement, whether by proxy, voting agreement or otherwise, or grant a proxy or power of attorney with respect to any of its Subject Shares, Stock (iii) take any other action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or would in any way restrict, limit or interfere with the performance of the Shareholder’s obligations hereunder or (iv) commit or agree to take any of the foregoing actions; provided, however, that, notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit the Shareholder from selling or disposing of Subject Shares (i) than pursuant to any plan of FSIthe FSC Pledge Agreement, existing or as contemplated by the Merger Agreement and Contemplated Transactions, designated if applicable); provided that no such Transfer to satisfy the requirements of Rule 10b5-1 under the Exchange Act in which the Shareholder is a participant as of the date of this Agreement or (ii) to any Permitted Transferee (as defined below) so long as such Permitted Transferee executes permitted hereunder shall relieve a signature page to Stockholder from its obligations under this Agreement and delivers the same to the CompanyAgreement, pursuant to which such Permitted Transferee agrees to be a “Shareholder” pursuant to this Agreement other than with respect to such Subject Shares that are the subject of such Transfer. “Permitted Transferee” means (i) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder, (ii) any trust, the trustees of which include only the persons named Stock Transferred in clause (i) and the beneficiaries of which include only the persons named in clause (iaccordance with this Section 2.03(a), (iii) any corporation, limited liability company or partnership, the shareholders, members or general or limited partners of which include only the persons named in clause (i), or (iv) any person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. The Shareholder hereby authorizes and will instruct FSI or its counsel to notify FSI’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares of the Shareholder (and that this Agreement places limits on the voting and transfer of such Subject Shares), subject to the provisions hereof. Notwithstanding the foregoing, any such stop transfer order and notice will immediately be withdrawn and terminated upon any termination of this Agreement pursuant to Section 4.11. “Transfer” means any direct or indirect sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, excluding entry into this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and thereby.

Transfer and Other Restrictions. Except pursuant to Stockholder represents, covenants and agrees that, except for the proxy granted in Section 1.3 hereof and as contemplated by this Agreement, the Shareholder : (i) Stockholder shall not, directly or indirectly, (i) Transfer (as defined below) during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 5 hereof, offer for sale or agree to sell, transfer, tender, assign, pledge, hypothecate or otherwise dispose of or enter into any Contractcontract, option or other arrangement or understanding with respect to, or consent to, the offer for sale, sale, transfer, tender, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Encumbrance of any nature whatsoever with respect to, any or all of the Shares or any interest therein; (excluding ii) Stockholder shall not grant any profit sharing proxy or power of attorney, or deposit any Shares into a voting trust or enter into a voting agreement or any other arrangement that constitutes a Transfer of the economic (but not the voting) interest in such Subject Shares) arrangement, with respect to the Transfer of, any voting of its Subject Shares to any Person, (iieach a “Voting Proxy”) enter into any voting arrangement, whether except as provided by proxy, voting agreement or otherwise, with respect to any of its Subject Shares, this Agreement; and (iii) take Stockholder has not granted, entered into or otherwise created any other action that would make Voting Proxy which is currently (or which will hereafter become) effective, and if any representation or warranty of the Shareholder contained herein untrue or incorrect or would in any way restrictVoting Proxy has been created, limit or interfere with the performance of the Shareholder’s obligations hereunder or (iv) commit or agree to take any of the foregoing actions; provided, however, that, notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit the Shareholder from selling or disposing of Subject Shares (i) pursuant to any plan of FSI, existing or as contemplated by the Merger Agreement and Contemplated Transactions, designated to satisfy the requirements of Rule 10b5-1 under the Exchange Act in which the Shareholder such Voting Proxy is a participant as of the date of this Agreement or (ii) to any Permitted Transferee (as defined below) so long as such Permitted Transferee executes a signature page to this Agreement and delivers the same to the Company, pursuant to which such Permitted Transferee agrees to be a “Shareholder” pursuant to this Agreement with respect to such Subject Shares that are the subject of such Transfer. “Permitted Transferee” means (i) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder, (ii) any trust, the trustees of which include only the persons named in clause (i) and the beneficiaries of which include only the persons named in clause (i), (iii) any corporation, limited liability company or partnership, the shareholders, members or general or limited partners of which include only the persons named in clause (i), or (iv) any person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. The Shareholder hereby authorizes and will instruct FSI or its counsel to notify FSI’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares of the Shareholder (and that this Agreement places limits on the voting and transfer of such Subject Shares), subject to the provisions hereofrevoked. Notwithstanding the foregoing, Stockholder may transfer or otherwise dispose of any Shares (A) in open market resale transactions (e.g. in a transaction in which there have been no discussions, agreements or understandings between the seller and the buyer or their respective agents or representatives and in connection with which no solicitation of buyers or offers to buy has occurred) with respect to resales of any Company Shares, and (B) as a bona fide gift or gifts, provided that it shall be a condition to such stop transfer order that each donee thereof executes and notice will immediately be withdrawn and terminated upon any termination delivers to Parent (1) an agreement with Parent in the form of this Agreement pursuant to Section 4.11. “Transfer” means any direct or indirect saleand (2) an irrevocable proxy in the form attached hereto as Exhibit A, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement in each case with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, excluding entry into this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and therebyall Shares so transferred.

Transfer and Other Restrictions. Except pursuant to Stockholder represents, covenants and agrees that, except for the proxy granted in Section 1.4 hereof and as contemplated by this Agreement, the Shareholder : (i) Stockholder shall not, directly or indirectly, (i) Transfer (as defined below) during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 4 hereof, offer for sale or agree to sell, transfer, tender, assign, pledge, hypothecate or otherwise dispose of or enter into any Contractcontract, option or other arrangement or understanding with respect to, or consent to, the offer for sale, sale, transfer, tender, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Encumbrance of any nature whatsoever with respect to any or all of the Shares or any interest thereon; (excluding ii) Stockholder shall not grant any profit sharing proxy, irrevocable proxy or power of attorney or deposit any Shares into a voting trust or enter into a voting agreement or any other arrangement that constitutes a Transfer of the economic (but not the voting) interest in such Subject Shares) with respect to the Transfer of, any voting of its Subject Shares (each a “Voting Proxy”) to any Person, person except as provided by this Agreement; and (iiiii) enter into any voting arrangement, whether by proxy, voting agreement Stockholder has granted no Voting Proxy which is currently (or otherwise, which will hereafter become) effective with respect to any of its Subject the Shares, (iii) take and if any other action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or would in any way restrict, limit or interfere with the performance of the Shareholder’s obligations hereunder or (iv) commit or agree to take any of the foregoing actions; provided, however, that, notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit the Shareholder from selling or disposing of Subject Shares (i) pursuant Voting Proxy has been granted to any plan of FSIperson, existing or as contemplated by the Merger Agreement and Contemplated Transactions, designated to satisfy the requirements of Rule 10b5-1 under the Exchange Act in which the Shareholder such Voting Proxy is a participant as of the date of this Agreement or (ii) to any Permitted Transferee (as defined below) so long as such Permitted Transferee executes a signature page to this Agreement and delivers the same to the Company, pursuant to which such Permitted Transferee agrees to be a “Shareholder” pursuant to this Agreement with respect to such Subject Shares that are the subject of such Transfer. “Permitted Transferee” means (i) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder, (ii) any trust, the trustees of which include only the persons named in clause (i) and the beneficiaries of which include only the persons named in clause (i), (iii) any corporation, limited liability company or partnership, the shareholders, members or general or limited partners of which include only the persons named in clause (i), or (iv) any person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. The Shareholder hereby authorizes and will instruct FSI or its counsel to notify FSI’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares of the Shareholder (and that this Agreement places limits on the voting and transfer of such Subject Shares), subject to the provisions hereofrevoked. Notwithstanding the foregoing, Stockholder may transfer any Shares as a bona fide gift or gifts, provided that it shall be a condition to such stop transfer order that each donee thereof executes and notice will immediately be withdrawn delivers to Parent (A) an agreement with Parent and terminated upon any termination Merger Sub in the form of this Agreement pursuant to Section 4.11. “Transfer” means any direct or indirect saleand (B) an irrevocable proxy in the form attached hereto as Exhibit I, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement in each case with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, excluding entry into this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and therebyall Shares so transferred.

Transfer and Other Restrictions. Except pursuant to this Agreement, the Shareholder Stockholder shall not, directly or indirectly, (i) Transfer sell, transfer, pledge, assign or otherwise dispose of (as defined belowincluding by gift, merger or otherwise by operation of law) (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding (excluding any profit sharing agreement or any other arrangement that constitutes a Transfer of the economic (but not the voting) interest in such Subject Shares) with respect to the Transfer of, any of its Subject Shares to any Person, (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of its Subject Shares, (iii) take any other action that would make any representation or warranty of the Shareholder such Stockholder contained herein untrue or incorrect or would in any way restrict, limit or interfere with the performance of the Shareholdersuch Stockholder’s obligations hereunder or (iv) commit or agree to take any of the foregoing actions; provided, however, that, notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit the Shareholder Stockholder from selling or disposing of Subject Shares (i) pursuant to any plan of FSI, existing or as contemplated by the Merger Agreement and Contemplated Transactions, designated to satisfy the requirements of Rule 10b5-1 under the Exchange Act in which the Shareholder is a participant as of the date of this Agreement or (ii) to any Permitted Transferee (as defined below) so long as such Permitted Transferee executes a signature page to this Agreement and delivers the same to the Company, pursuant to which such Permitted Transferee agrees to be a “ShareholderStockholder” pursuant to this Agreement with respect to such Subject Shares that are the subject of such Transfer. “Permitted Transferee” means (i) any other Stockholder, (ii) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such ShareholderStockholder, (iiiii) any trust, the trustees of which include only the persons named in clause clauses (i) or (ii) and the beneficiaries of which include only the persons named in clause clauses (i) or (ii), (iiiiv) any corporation, limited liability company or partnership, the shareholdersstockholders, members or general or limited partners of which include only the persons named in clause clauses (i) or (ii), or (ivv) any person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. The Shareholder Stockholder hereby authorizes and will instruct FSI Parent or its counsel to notify FSIParent’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares of the Shareholder such Stockholder (and that this Agreement places limits on the voting and transfer of such Subject Shares), subject to the provisions hereof. Notwithstanding the foregoing, any such stop transfer order and notice will immediately be withdrawn and terminated upon any termination of this Agreement pursuant to Section 4.11. “Transfer” means any direct or indirect sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, excluding entry into this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and thereby.

Transfer and Other Restrictions. Except pursuant Shareholder represents, covenants and agrees that, except as agreed to this Agreement, the by Parent in writing: (i) Shareholder shall not, directly or indirectly, (i) Transfer (as defined below) during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 4 hereof, offer for sale or agree to sell, transfer, tender, assign, pledge, hypothecate or otherwise dispose of or enter into any Contractcontract, option or other arrangement or understanding with respect to, or consent to, the offer for sale, sale, transfer, tender, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Lien of any nature whatsoever with respect to, any or all of the Shares or any interest therein (excluding ii) Shareholder shall not grant any profit sharing proxy or power of attorney, or deposit any Shares into a voting trust or enter into a voting agreement or any other arrangement that constitutes a Transfer of the economic (but not the voting) interest in such Subject Shares) arrangement, with respect to the Transfer ofvoting of Shares (each a “Voting Proxy”) except (A) proxies delivered to management in connection with proposals, including the election of directors, submitted to stockholders at the 2010 annual meeting of stockholders, so long as such proxies do not contravene Shareholder's obligations pursuant to Section 1.2 hereof or (B) by order of a court of competent jurisdiction; and (iii) Shareholder has not granted, entered into or otherwise created any Voting Proxy which is currently (or which will hereafter become) effective, and if any Voting Proxy has been created, such Voting Proxy is hereby revoked. Notwithstanding the foregoing, Shareholder may transfer any or all of its Subject the Shares to any Person, (i) as a bona fide gift or gifts; (ii) enter into any voting arrangementby testamentary or intestate succession or will, whether or by proxyoperation of law, voting agreement or otherwise, with respect to any of its Subject Shares, in which case this Agreement shall bind the transferee; (iii) take any other action that would make any representation in connection with estate or warranty of the Shareholder contained herein untrue or incorrect or would in any way restrictcharitable planning purposes, limit or interfere with the performance of the Shareholder’s obligations hereunder including Transfers to relatives, trusts and charitable organizations; or (iv) commit or agree under any written trading plan adopted prior to take any of the foregoing actions; provided, however, that, notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit the Shareholder from selling or disposing of Subject Shares (i) pursuant to any plan of FSI, existing or as contemplated by the Merger Agreement and Contemplated Transactions, designated to satisfy the requirements of Rule 10b5-1 under the Exchange Act in which the Shareholder is a participant as of the date of this Agreement or (ii) to any Permitted Transferee (as defined below) so long as such Permitted Transferee executes a signature page to this Agreement and delivers under Rule 10b5-1 of the same to Exchange Act, provided that in the Company, pursuant to which such Permitted Transferee agrees to be a “Shareholder” pursuant to this Agreement with respect to such Subject Shares that are case of the subject of such Transfer. “Permitted Transferee” means foregoing clauses (i) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder, (ii) any trust, the trustees of which include only the persons named in clause (i) and the beneficiaries of which include only the persons named in clause (iiii), (iii) any corporation, limited liability company or partnership, it shall be a condition to such transfer that each donee thereof executes and delivers to Parent an agreement with Parent in the shareholders, members or general or limited partners of which include only the persons named in clause (i), or (iv) any person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. The Shareholder hereby authorizes and will instruct FSI or its counsel to notify FSI’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares of the Shareholder (and that this Agreement places limits on the voting and transfer of such Subject Shares), subject to the provisions hereof. Notwithstanding the foregoing, any such stop transfer order and notice will immediately be withdrawn and terminated upon any termination form of this Agreement pursuant to Section 4.11. “Transfer” means any direct or indirect saleAgreement, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement in each case with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, excluding entry into this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and therebyall Shares so transferred.