In consideration of the recitals and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Covenants of the Stockholder. Each Stockholder agrees, at all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, as follows:
(a) No Stockholder shall, directly or indirectly Transfer any Securities or any rights to acquire any equity securities or equity interests in the Company, or enter into any Contract (including any option, put, call or similar arrangement) relating thereto, except with Parents prior written consent and in Parents sole discretion. For purposes of this Agreement, Transfer shall mean to, directly or indirectly, (i) sell, transfer, pledge, assign, exchange, tender or otherwise encumber or dispose of, or enter into any Contract, option, put, or other arrangement (including any profit sharing arrangement) or understanding with respect to, any of the Securities to any person other than Parent or Parents designee, (ii) deposit any Securities into a voting trust or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney, attorney-in-fact, agent or otherwise, with respect to the Securities, except as contemplated by this Agreement, or (iii) take any other action that would in any way make any representation or warranty of any Stockholder herein untrue or incorrect in any material respect. Notwithstanding the foregoing, any Stockholder may (A) make Transfers or dispositions of the Securities to any trust for the direct or indirect benefit of such Stockholder or the immediate family of such Stockholder, (B) make Transfers or dispositions of the Securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of such Stockholder, (C) make Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (D) make Transfers or dispositions not involving a change in beneficial ownership, (E) if such Stockholder is a trust, make Transfers or dispositions to any beneficiary of such Stockholder or the estate of any such beneficiary, (F) exercise an option or warrant (including a net or cashless exercise of such option or warrant) to purchase Securities, (G) Transfer Securities to the Company to cover tax withholding obligations of such Stockholder in connection with any option exercise or the vesting of any restricted stock or restricted stock unit award, provided that the underlying Securities shall continue to be subject to the restrictions on transfer set forth in this Agreement, (H) sell Securities pursuant to the Companys 10b5-1 Plan up to that number of Securities as permitted to be sold under such 10b5-1 Plan, and (I) Transfer up to twenty-five thousand shares (25,000) shares of Company Common Stock (in aggregate among all of the Stockholders) to any transferee, and (J) Transfer shares to a Stockholder; provided that, with respect to clauses (A) through (E) above, (1) with respect to any voluntary Transfer, the transferee (which term, as used herein this Agreement, shall include any and all transferees and subsequent transferees of the initial transferee) agrees in writing to be bound by the restrictions, limitations, liabilities and rights under this Agreement (the Agreement Terms) prior to such transfer and either such Stockholder or the transferee provides Parent with a copy of such agreement promptly upon consummation of any such Transfer or (2) with respect to any involuntary Transfer, the transferee shall take and hold such Securities subject to all of the Agreement Terms, which shall continue in full force and effect until valid termination of this Agreement in accordance with its terms.
(e) At any meeting of the Company Stockholders called to vote upon the Merger and the Merger Agreement or at any adjournment, postponement or recess thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought with respect to the Merger and the Merger Agreement, each Stockholder shall