Common use of Agreement to Retain Shares Clause in Contracts

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5.c below)) any Shares or New Shares, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder from performing Shareholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder may make (w) any transfer by will or by operation of law or other transfers for estate-planning purposes, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (x) if Shareholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder or to an affiliated corporation, trust or other business entity under common control with Shareholder, or if Shareholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, and (y) any transfer as Leap may otherwise agree in writing in its sole discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, offer, exchange, assign, pledge or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5.c 5(c) below)) on) any Shares or New Shares, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any LiensLiens on) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder Stockholder from performing ShareholderStockholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder Stockholder may make (wa) any transfer transfers by will or by operation of law or other transfers for estate-planning purposes, provided that in each such which case this Agreement shall bind the applicable transferee has signed and transferee shall sign a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transfereehereof, (xb) with respect to such Stockholder’s DPRX Options which expire on or prior to the Expiration Date, transfers, sales, or other dispositions of Shares to DPRX as payment for the (i) exercise price of such Stockholder’s DPRX Options and (ii) taxes applicable to the exercise of such Stockholder’s DPRX Options, (c) if Shareholder Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder Stockholder or to an affiliated corporation, trust or other business entity under common control with ShareholderStockholder, or if Shareholder Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereofhereof relating to the transferred Shares, (d) any transfer to another holder of the capital stock of PLx that has signed a voting agreement in substantially the form hereof relating to the transferred Shares, (e) any transfer to a person if, as a condition precedent to the transfer, such person executes and delivers to PLx an agreement containing voting and transfer provisions with respect to the Shares so transferred that are substantially identical in all material respects to those set forth in this Agreement, and (yf) any transfer as Leap PLx may otherwise agree in writing in its sole discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5.c 5(c) below)) any Shares or New Shares, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder from performing Shareholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder may make (w) any transfer by will or by operation of law or other transfers for estate-planning purposes, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (x) if Shareholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder or to an affiliated corporation, trust or other business entity under common control with Shareholder, if Shareholder is a corporation, a transfer to an affiliated corporation, trust or other business entity under common control with Shareholder, or if Shareholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, and (y) any transfer as Leap M-CO may otherwise agree in writing in its sole discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder except as expressly permitted by this Agreement, the Stockholder shall not, directly or indirectly, : (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens a Lien (as defined in Section 5.c 5(c) below)) any Shares or New Shares, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement)thereto, (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any Liensa Lien (as defined in Section 5(c) below)) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder the Stockholder from performing Shareholderthe Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder the Stockholder may make transfers (wi) any transfer by will to its members or by operation its controlled or controlling Affiliates or to controlled or controlling Affiliates of law or other transfers for estate-planning purposessuch members, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof and, until if but only if the transferee has signed agrees in writing, prior to and as a condition to such voting agreement, this Agreement shall bind the transfereetransfer, (x) to be bound by the terms and conditions of this Agreement to the same extent as if Shareholder is a partnership or limited liability companyit were the “Stockholder” hereunder (including without limitation, a transfer to one or more partners or members by making all of Shareholder or to an affiliated corporation, trust or other business entity under common control with Shareholder, or if Shareholder is a trust, a transfer to a beneficiary, provided that in each the representations and warranties of the Stockholder hereunder as of the date of such case the applicable transferee has signed a voting agreement in substantially the form hereoftransfer), and (y) that Blesbok LLC shall serve as such transferee’s irrevocable representative, agent and attorney-in-fact for all purposes under the Agreement, with Blesbok LLC having the power and authority to take such actions on behalf of each such transferee as Blesbok LLC, in its sole judgment, may deem to be appropriate on all matters related to or arising from the Agreement (and (A) Blesbok LLC shall agree to serve in such capacity and (B) such power of attorney appointing Blesbok LLC as irrevocable attorney-in-fact shall be coupled with an interest and the death or incapacity of any transfer transferee shall not terminate or diminish the authority and agency of Blesbok LLC in its capacity as Leap such attorney-in-fact), (ii) to one or more charitable organizations qualifying under Section 501(c)(iii) of the Internal Revenue Code of 1986, as amended, free and clear of any obligations hereunder; provided, however, that the aggregate of all such transfers under this clause (ii) shall not exceed 150,000 Shares, and (iii) as Parent may otherwise agree in writing in its sole and absolute discretion. The Stockholder shall provide Parent with prompt written notice of any proposed transfer under this Section 4.

Agreement to Retain Shares. (a) From and after the date hereof until the Expiration Date, Shareholder Stockholder shall not, directly or indirectly, (ai) sell, assign, transfer, tender, cause or otherwise dispose of permit the Transfer (including, without limitation, by the creation as defined below) of any Liens of the Shares of which Stockholder is the beneficial owner (A) unless each person (as defined in Section 5.c below)the Merger Agreement) to which any Shares or New of such Shares, or any interest in any of such Shares, is or may be transferred shall have (b1) executed a counterpart of this Agreement and (2) agreed in writing to hold such Shares (or interest in such Shares) subject to all of the terms and provisions of this Agreement, (B) except by will or operation of law, in which case this Agreement shall bind the transferee, or (C) as Parent may otherwise agree in writing in its sole discretion, (ii) grant any proxies or powers of attorney, other than consistently with the terms of Section 1 of this Agreement, or deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares, or (diii) take any action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling Shareholder Stockholder from performing ShareholderStockholder’s material obligations under this Agreement. Notwithstanding the foregoing. (b) A person shall be deemed to have effected a “Transfer” of a Share if such person directly or indirectly (i) sells, Shareholder may make (w) pledges, encumbers, assigns, grants an option with respect to, transfers or disposes of such Share or any transfer by will or by operation of law or other transfers for estate-planning purposes, provided that interest in each such case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (x) if Shareholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder or to an affiliated corporation, trust or other business entity under common control with ShareholderShare, or if Shareholder is a trust(ii) enters into an agreement or commitment providing for the sale of, a pledge of, encumbrance of, assignment of, grant of an option with respect to, transfer to a beneficiary, provided that in each of or disposition of such case the applicable transferee has signed a voting agreement in substantially the form hereof, and (y) Share or any transfer as Leap may otherwise agree in writing in its sole discretioninterest therein.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder each Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5.c 5(c) below)) any Shares or any New Shares, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any contractContract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder such Stockholder from performing Shareholdersuch Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, Shareholder each Stockholder may make (w1) any transfer transfers by will or by operation of law Law or other transfers for estate-planning purposes, provided that in each such which case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (x2) with respect to such Stockholder’s Company Options which expire on or prior to the Expiration Date (and any Shares underlying such Company Options), transfers, sale, or other disposition of Shares to the Company (or effecting a “net exercise” of a Company Option) as payment for the (i) exercise price of such Stockholder’s Company Options as permitted pursuant to the terms of the Company Plans, and (ii) taxes applicable to the exercise of such Stockholder’s Company Options, (3) if Shareholder Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder Stockholder or to an affiliated Affiliated corporation, trust or other business entity Entity under common control with ShareholderStockholder, or if Shareholder Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (4) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, and (y5) any transfer transfers, sales or other dispositions as Leap Vibrant may otherwise agree in writing in its sole discretion. If any voluntary or involuntary transfer of any Shares covered hereby shall occur (including a transfer or disposition permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Stockholder and has not executed a counterpart hereof or joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5.c 5(c) below)) on) any Shares or New Shares, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any LiensLiens on) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder Stockholder from performing ShareholderStockholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder Stockholder may make (wa) any transfer transfers by will or by operation of law or other transfers for estate-planning purposes, provided that in each such which case this Agreement shall bind the applicable transferee has signed and transferee shall sign a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transfereehereof, (xb) with respect to such Stockholder’s Targacept Stock Options which expire on or prior to the Expiration Date, transfers, sale, or other disposition of Shares to Targacept as payment for the (i) exercise price of such Stockholder’s Targacept Stock Options and (ii) taxes applicable to the exercise of such Stockholder’s Targacept Stock Options, (c) if Shareholder Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder Stockholder or to an affiliated corporation, trust or other business entity under common control with ShareholderStockholder, or if Shareholder Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereofhereof relating to the transferred Shares, and (yd) any transfer to another holder of the capital stock of the Company that has signed a voting agreement in substantially the form hereof relating to the transferred Shares, (e) any transfer to a person if, as Leap a condition precedent to the transfer, such person executes and delivers to the Company an agreement containing voting and transfer provisions with respect to the Shares so transferred that are substantially identical in all material respects to those set forth in this Agreement; and (f) as the Company may otherwise agree in writing in its sole discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each Shareholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5.c 5(c) below)) any Shares or any New Shares, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any contractContract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing such Shareholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Shareholder may make (w1) any transfer transfers by will or by operation of law Law or other transfers for estate-planning purposes, provided that in each such which case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (x2) with respect to such Shareholder’s Vibrant Options which expire on or prior to the Expiration Date or Vibrant RSUs (and any Shares underlying such Vibrant Options and Vibrant RSUs), transfers, sale, or other disposition of Shares to Vibrant (or effecting a “net exercise” of a Vibrant Option or a “net settlement” of a Vibrant RSU) as payment for the (i) exercise price of such Shareholder’s Vibrant Options and (ii) taxes applicable to the exercise of such Shareholder’s Vibrant Options or the settlement of Vibrant RSUs, in each case as permitted pursuant to the terms of the Vibrant Stock Plans, (3) if Shareholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder or to an affiliated Affiliated corporation, trust or other business entity Entity under common control with Shareholder, or if Shareholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (4) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, and (y5) any transfer transfers, sales or other dispositions as Leap the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary transfer of any Shares covered hereby shall occur (including a transfer or disposition permitted by Section 4(1) through Section 4(5), sale by a Shareholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Shareholder and has not executed a counterpart hereof or joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5.c 5(c) below)) any Shares or any New SharesShares acquired, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder from performing Shareholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder may make (wa) any transfer transfers by will or by operation of law or other transfers for estate-planning purposes, provided that in each such which case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (xb) if Shareholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder or to an affiliated corporation, trust or other business entity under common control with Shareholder, or if Shareholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (c) transfers to another holder of the share capital of the Company that has signed a voting agreement in substantially the form hereof and (yd) any transfer transfers, sales or other dispositions as Leap the Company may otherwise agree in writing in its sole discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder each Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5.c 5(c) below)) any Shares or any New SharesShares acquired, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder such Stockholder from performing Shareholdersuch Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder each Stockholder may make (wa) any transfer transfers by will or by operation of law or other transfers for estate-planning purposes, provided that in each such which case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (xb) if Shareholder such Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder such Stockholder or to an affiliated corporation, trust or other business entity under common control with Shareholdersuch Stockholder, or if Shareholder such Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting support agreement in substantially the form hereof, (c) transfers to another holder of the capital stock of the Company that has signed a support agreement in substantially the form hereof, and (yd) any transfer transfers, sales or other dispositions as Leap the Company may otherwise agree in writing in its sole discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, including by the creation of any Liens (as defined in Section 5.c 5(c) below)) any Shares or any New SharesShares acquired, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, including by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder Stockholder from performing ShareholderStockholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder Stockholder may make (wa) any transfer transfers by will or by operation of law or other transfers for estate-planning purposes, provided that in each such which case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (xb) if Shareholder Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder Stockholder or to an affiliated corporation, trust or other business entity under common control with ShareholderStockholder, or if Shareholder Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (c) transfers to another holder of the capital stock of Apricus that has signed a voting agreement in substantially the form hereof, and (yd) any transfer transfers, sales or other dispositions as Leap Apricus may otherwise agree in writing in its sole discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder each Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5.c 5(c) below)) any Shares or any New SharesShares acquired, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder such Stockholder from performing Shareholdersuch Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder each Stockholder may make (wa) any transfer transfers by will or by operation of law or other transfers for estate-planning purposes, provided that in each such which case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (xb) if Shareholder such Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder such Stockholder or to an affiliated corporation, trust or other business entity under common control with Shareholdersuch Stockholder, or if Shareholder such Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting support agreement in substantially the form hereof, (c) transfers to another holder of the capital stock of Parent that has signed a support agreement in substantially the form hereof, and (yd) any transfer transfers, sales or other dispositions as Leap the Company and Parent may otherwise agree in writing in its sole discretion.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, including by the creation of any Liens (as defined in Section 5.c 5(c) below)) any Shares or any New SharesShares acquired, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, including by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder Stockholder from performing ShareholderStockholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder Stockholder may make (wa) any transfer transfers by will or by operation of law or other transfers for estate-planning purposes, provided that in each such which case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (xb) if Shareholder Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder Stockholder or to an affiliated corporation, trust or other business entity under common control with ShareholderStockholder, or if Shareholder Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (c) transfers to another holder of the capital stock of the Company that has signed a voting agreement in substantially the form hereof, and (yd) any transfer transfers, sales or other dispositions as Leap the Company may otherwise agree in writing in its sole discretion.

Agreement to Retain Shares. (a) From and after the date hereof until the Expiration Date, Shareholder Stockholder shall not, directly or indirectly, (ai) sell, assign, transfer, tender, cause or otherwise dispose of permit the Transfer (including, without limitation, by the creation as defined below) of any Liens of the Shares of which Stockholder is the beneficial owner (A) unless each person (as defined in Section 5.c below)the Merger Agreement) to which any Shares or New of such Shares, or any interest in any of such Shares, is or may be transferred shall have (b1) executed a counterpart of this Agreement and (2) agreed in writing to hold such Shares (or interest in such Shares) subject to all of the terms and provisions of this Agreement, (B) except by will or operation of law, in which case this Agreement shall bind the transferee, or (C) as contemplated by the Merger Agreement, (ii) grant any proxies or powers of attorney, other than consistently with the terms of Section 1 of this Agreement, or deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares, or (diii) take any action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling Shareholder Stockholder from performing ShareholderStockholder’s material obligations under this Agreement. Notwithstanding the foregoing. (b) A person shall be deemed to have effected a “Transfer” of a Share if such person directly or indirectly (i) sells, Shareholder may make (w) pledges, encumbers, assigns, grants an option with respect to, transfers or disposes of such Share or any transfer by will or by operation of law or other transfers for estate-planning purposes, provided that interest in each such case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (x) if Shareholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder or to an affiliated corporation, trust or other business entity under common control with ShareholderShare, or if Shareholder is a trust(ii) enters into an agreement or commitment providing for the sale of, a pledge of, encumbrance of, assignment of, grant of an option with respect to, transfer to a beneficiary, provided that in each of or disposition of such case the applicable transferee has signed a voting agreement in substantially the form hereof, and (y) Share or any transfer as Leap may otherwise agree in writing in its sole discretioninterest therein.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, Shareholder Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, including by the creation of any Liens (as defined in Section 5.c 5(c) below)) any Shares or any New SharesShares acquired, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, including by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder Stockholder from performing ShareholderStockholder’s obligations under this Agreement. Notwithstanding the foregoing, Shareholder Stockholder may make (wa) any transfer transfers by will or by operation of law or other transfers for estate-planning purposes, provided that in each such which case the applicable transferee has signed a voting agreement in substantially the form hereof and, until the transferee has signed such voting agreement, this Agreement shall bind the transferee, (xb) if Shareholder Stockholder is a partnership or limited liability company, a transfer to one or more partners or members of Shareholder Stockholder or to an affiliated corporation, trust or other business entity under common control with ShareholderStockholder, or if Shareholder Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (c) transfers to another holder of the capital stock of Apricus that has signed a voting agreement in substantially the form hereof, and (yd) any transfer transfers, sales or other dispositions as Leap the Company and Apricus may otherwise agree in writing in its sole discretion.