Common use of Agreement Not to Tender Clause in Contracts

Agreement Not to Tender. Investor agrees that he shall not, without the prior written consent of Parent, directly or indirectly, tender his or her Covered Shares into the Offer, including any “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act, in any manner, or enter into any agreement, arrangement or understanding that results in such Covered Shares being tendered into the Offer, including any “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act. In furtherance of this Agreement, concurrently herewith, the Investor shall, and hereby does authorize the Company or its counsel to, notify the Company’s transfer agent that there is a stop transfer order with respect to any such Covered Shares attempted to be tendered into the Offer.

Agreement Not to Tender. Each Investor agrees that he shall not, without the prior written consent of Parent, directly or indirectly, tender his or her Covered Shares into the Offer, including any “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act, in any manner, or enter into any agreement, arrangement or understanding that results in such Covered Shares being tendered into the Offer, including any “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act. In furtherance of this Agreement, concurrently herewith, the each Investor shall, and hereby does authorize the Company or its counsel to, notify the Company’s transfer agent that there is a stop transfer order with respect to any such Covered Shares attempted to be tendered into the Offer.

Agreement Not to Tender. Investor agrees that he it shall not, without the prior written consent of Parent, directly or indirectly, tender his or her the Covered Shares into the Offer, including any “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act, in any manner, or enter into any agreement, arrangement or understanding that results in such the Covered Shares being tendered into the Offer, including any “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act. In furtherance of this Agreement, concurrently herewith, the Investor shall, and hereby does authorize the Company or its counsel to, to notify the Company’s transfer agent that there is a stop transfer order with respect to any such the Covered Shares attempted to be tendered into the Offer. The Investor covenants to comply in all respects with Rule 14e-5 under the Exchange Act (notwithstanding whether it would be subject to the terms of such rule pursuant with its terms).