Common use of Certain Covenants of Stockholder Clause in Contracts

Certain Covenants of Stockholder. The Stockholder covenants and agrees as follows: (a) Prior to the Termination Date, such Stockholder (solely in his, her or its capacity as a stockholder and in no other capacity) shall not, and shall not authorize or permit any of its Subsidiaries or representatives, directly or indirectly, to: (i) solicit, initiate, endorse, knowingly encourage or knowingly facilitate the making by any Person (other than the other parties to the Merger Agreement) of any Acquisition Proposal or any inquiries, proposals or offers that would reasonably be expected to lead to any Acquisition Proposal; (ii) enter into, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, any Acquisition Proposal or any inquiries, proposals or offers that would reasonably be expected to lead to any Acquisition Proposal; (iii) execute or enter into any Contract constituting or relating to any Acquisition Proposal, or approve or recommend or propose to approve or recommend any Acquisition Proposal or any Contract constituting or relating to any Acquisition Proposal (or authorize or resolve to agree to do any of the foregoing actions); or (iv) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of the Shares intending to facilitate any Acquisition Proposal or cause stockholders of the Company not to vote to approve the Merger or any other transaction contemplated by the Merger Agreement. (b) Such Stockholder will immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any of the matters described in Section 6(a) above, to the extent such discussions or negotiations occurred in the capacity of the Stockholder as a stockholder and in no other capacity. (c) Prior to the Termination Date, and except as contemplated hereby, such Stockholder shall not (i) tender into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively “Transfer”), or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Shares or beneficial ownership or voting power thereof or therein (including by operation of law), (iii) deposit any Covered Shares into a voting trust or grant any proxies or powers of attorney or enter into a voting agreement with respect to any Covered Shares or (iv) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement, in each case other than Permitted Transfers (as defined below). Any Transfer in violation of this provision shall be void. Such Stockholder further agrees to authorize and request the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Covered Shares and that this Agreement places limits on the voting of the Covered Shares, other than Permitted Transfers. If so requested by Parent, such Stockholder agrees that the certificates representing Covered Shares shall bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in Section 2(a). (d) Prior to the Termination Date, in the event that a Stockholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional Shares or other voting interests with respect to the Company, such Shares or voting interests shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement, and the number of Shares held by such Stockholder set forth on Schedule A will be deemed amended accordingly and such Shares or voting interests shall automatically become subject to the terms of this Agreement. Each Stockholder shall promptly notify Parent and the Company of any such event.

Certain Covenants of Stockholder. The Stockholder Each Stockholder, for itself (severally and not jointly), hereby covenants and agrees as follows: (a) Prior to the Termination Date, such Such Stockholder (solely in his, her or its capacity as a stockholder and in no other capacity) shall not, and shall not authorize or permit any of its Subsidiaries or representativesRepresentatives, directly or indirectly, to: (i) from and after the expiration of the Go-Shop Period, solicit, initiate, endorse, knowingly encourage or knowingly facilitate the making by any Person (other than the other parties to the Merger Agreement) of any Acquisition Proposal or any inquiries, proposals or offers that would reasonably be expected to lead to any Acquisition Proposal; (ii) from and after the expiration of the Go-Shop Period, enter into, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or otherwise cooperate in any Acquisition Proposal or any inquiriesway with, proposals or offers that would reasonably be expected to lead to any Acquisition Proposal; (iii) from and after the date hereof, execute or enter into any Contract constituting or relating to any Acquisition Proposal, or approve or recommend or propose to approve or recommend any Acquisition Proposal or any Contract constituting or relating to any Acquisition Proposal (or authorize or resolve to agree to do any of the foregoing actions); or (iv) from and after the date hereof, make, or in any manner participate in a “solicitation” (as such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of the Company Shares intending to facilitate any Acquisition Proposal or cause stockholders shareholders of the Company not to vote to approve the Merger or any other transaction contemplated by the Merger Agreement. (b) Such As of the expiration of the Go-Shop Period, such Stockholder will immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any of the matters described in Section 6(a5(a) above, to the extent such discussions or negotiations occurred in the capacity of the Stockholder as a stockholder and in no other capacity. (c) Prior to the Termination Date, and except as contemplated hereby, such Stockholder shall not (i) tender into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively “Transfer”), or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Shares or beneficial ownership or voting power thereof or therein (including by operation of law), (iii) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or grant any proxies or powers of attorney or enter into a voting agreement with respect to any Covered Shares or (iv) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement, in each case other than Permitted Transfers (as defined below). Any Transfer in violation of this provision shall be void. Such Stockholder further agrees to authorize and request the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Covered Shares and that this Agreement places limits on the voting of the Covered Shares. Notwithstanding the foregoing, other than Permitted Transfers. If so requested this Section 5 shall not prohibit a Transfer of the Covered Shares (including any new Covered Shares as described in the immediately succeeding paragraph) by Parentany Stockholder (x) to any shareholder, member or partner of such Stockholder or (y) to any Affiliate of such Stockholder, so long as, in the case of the foregoing clauses, the assignee or transferee agrees that to be bound by the certificates representing Covered Shares shall bear a legend stating that they are subject to terms of this Agreement and executes and delivers to the irrevocable proxy granted in Section 2(a)parties hereto a written consent and joinder reasonably acceptable to Parent memorializing such agreement. (d) Prior to the Termination Date, in the event that a Stockholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional Company Shares or other voting interests securities with respect to the Company, such Company Shares or voting interests securities shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement, and the number of Company Shares held by such Stockholder set forth on Schedule A hereto will be deemed amended accordingly and such Company Shares or voting interests securities shall automatically become subject to the terms of this Agreement. Each Stockholder shall promptly notify Parent and the Company of any such event. (e) Notwithstanding anything to the contrary contained herein, (i) any Stockholder and its representatives shall be entitled to participate in discussions or negotiations with any Person making an Acquisition Proposal with respect to entering into a voting agreement in support thereof on terms and conditions no more favorable to such Person than the terms and conditions applicable to Parent set forth herein, but only in the event that the Company and its representatives are permitted to engage in discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with Section 5.3(c) of the Merger Agreement and (ii) any Stockholder shall be entitled to enter into any such voting agreement with any Person making a Superior Proposal simultaneously with the execution and delivery of a definitive Alternative Acquisition Agreement by the Company entered into as and to the extent permitted by the Merger Agreement (including Section 8.1(h) thereof). Nothing in this Section 5 shall prohibit any Stockholder or any of its representatives from informing any Person of the existence of the provisions of this Section 5.

Certain Covenants of Stockholder. The Stockholder Each Stockholder, for itself (severally and not jointly), hereby covenants and agrees as follows, in each case except as otherwise approved in writing by Parent: (a) Prior to the Termination Date, such Stockholder (solely in his, her or its capacity as a stockholder and in no other capacity) shall not, and shall not authorize or permit any of its Subsidiaries or representativesRepresentatives, directly or indirectly, to: (i) solicit, initiate, endorse, knowingly encourage or knowingly facilitate the making by any Person (other than the other parties to the Merger Agreement) of any Acquisition Proposal or any inquiries, proposals or offers that would reasonably be expected to lead to any Acquisition Company Takeover Proposal; (ii) enter into, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any Person any non-public information or data of or regarding the Company with respect to, or otherwise cooperate in any Acquisition Proposal or way with, any inquiries, proposals or offers that would reasonably be expected to lead to any Acquisition Company Takeover Proposal; (iii) execute or enter into any Contract constituting or relating to any Acquisition Company Takeover Proposal, or approve or recommend or propose to approve or recommend any Acquisition Company Takeover Proposal or any Contract constituting or relating to any Acquisition Company Takeover Proposal (or authorize or resolve to agree to do any of the foregoing actions); or (iv) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the Securities and Exchange Commission (the “SEC”)) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of the Shares Common Stock intending to facilitate any Acquisition Company Takeover Proposal or cause stockholders of the Company not to vote to approve the Merger or any other transaction contemplated by the Merger Agreement. (b) Such Stockholder will immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any of the matters described in Section 6(a7(a) above, to the extent such discussions or negotiations occurred in the capacity of the Stockholder as a stockholder and in no other capacity. (c) Parent acknowledges that this Agreement is being entered into by each Stockholder solely in its, his or her capacity as a record and/or beneficial owner of the Subject Shares and that (i) a representative of each Stockholder is a member of the Company Board, (ii) this Agreement is not intended to, and shall not, restrict or limit such representatives from acting in their capacities as members of the Company Board, including in the exercise of their fiduciary duties to the Company or its stockholders, and (iii) notwithstanding anything herein to the contrary, in no event shall Parent (directly or indirectly) bring any cause of action or make any claim against any Stockholder arising out of or relating to any action or inaction by such representatives in their ​ capacities as members of the Company Board (including, without limitation, under Section 6.4 or Section 8.1 of the Merger Agreement). (d) Prior to the Termination Date, and except as contemplated hereby, such Stockholder shall not (i) tender any Subject Shares into any tender or exchange offer, (ii) except for any Exempt Transfer, sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign assign, exchange, convert or otherwise dispose of (collectively “Transfer”), or enter into any contractContract, option, agreement option or other arrangement or understanding with respect to the Transfer of any of the Covered Subject Shares or beneficial ownership or voting power thereof or therein (including by operation of law), (iii) deposit any Covered Shares into a voting trust or grant any proxies or powers of attorney attorney, deposit any Subject Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares Subject Shares, or (iv) knowingly take convert any action that would make Owned Preferred Shares, or any representation or warranty shares of preferred stock of the Company acquired by such Stockholder contained herein untrue or incorrect or have after the effect date of preventing or disabling such Stockholder from performing its obligations under this Agreement, in each case other than Permitted Transfers (as defined below)into Shares. Any Transfer in violation of this provision shall be void. Such If applicable, such Stockholder further agrees to authorize authorizes and request requests the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Covered Subject Shares and that this Agreement places limits on the voting of the Covered Subject Shares, other than Permitted Transfers. If so requested by ParentXxxxxx, such Stockholder Xxxxxxxxxxx agrees that the certificates book-entry positions representing Covered Shares shall bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in Section 2(a). (d) Prior to the Termination Date, in the event that a Stockholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional Shares or other voting interests with respect to the Company, such Shares or voting interests shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement, and the number of Shares held by such Stockholder set forth on Schedule A will be deemed amended accordingly and such Shares or voting interests shall automatically become subject to the terms of this Agreement. Each Stockholder shall promptly notify Parent and the Company of any such event.

Certain Covenants of Stockholder. The Stockholder Stockholder, hereby covenants and agrees as follows: (a) Prior to the Termination Date, such the Stockholder (solely in his, her or its capacity as a stockholder and in no other capacity) shall not, and shall not authorize or permit any of its Subsidiaries or representativesRepresentatives, directly or indirectly, to: (i) solicit, initiate, endorse, knowingly encourage or knowingly facilitate the making by any Person (other than the other parties to the Merger Agreement) of any Acquisition Proposal or any inquiries, proposals or offers that would reasonably be expected to lead to any Acquisition Proposal; (ii) enter into, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or otherwise cooperate in any Acquisition Proposal or any inquiriesway with, proposals or offers that would reasonably be expected to lead to any Acquisition Proposal; (iii) execute or enter into any Contract constituting or relating to any Acquisition Proposal, or approve or recommend or propose to approve or recommend any Acquisition Proposal or any Contract constituting or relating to any Acquisition Proposal (or authorize or resolve to agree to do any of the foregoing actions); or (iv) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the Securities and Exchange Commission (the “SEC”)) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of the Covered Shares intending to facilitate any Acquisition Proposal or cause stockholders of the Company not to vote to approve the Merger or any other transaction contemplated by the Merger Agreement. (b) Such The Stockholder will immediately cease and cause to be terminated all existing discussions or negotiations with any Person (other than the Company and its Subsidiaries) conducted heretofore with respect to any of the matters described in Section 6(a7(a) above, to the extent such discussions or negotiations occurred in the capacity of the Stockholder as a stockholder and in no other capacity. (c) Prior to the Termination Date, and except as contemplated hereby, such the Stockholder shall not (i) tender into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively “Transfer”), or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Shares or beneficial ownership or voting power thereof or therein (including by operation of law), (iii) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or grant any proxies or powers of attorney or enter into a voting agreement with respect to any Covered Shares or (iv) knowingly take any action that would make any representation or warranty of such the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such the Stockholder from performing its obligations under this Agreement, in each case other than Permitted Transfers (as defined below). Any Transfer in violation of this provision shall be void. Such The Stockholder further agrees to authorize and request the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Covered Shares and that this Agreement places limits on the voting of the Covered Shares, other than Permitted Transfers. If so requested by Parent, such the Stockholder agrees that the certificates representing Covered Shares shall bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in Section 2(a). (d) Prior Notwithstanding anything to the Termination Datecontrary in this Agreement, the Stockholder may Transfer any or all of the Covered Shares, in the event accordance with applicable Law to one or more partners or members of Stockholder or to an affiliated entity under common control with Stockholder; provided, however, that a Stockholder acquires record or beneficial ownership ofTransfer referred to in this sentence shall be permitted only if, or (X) as a precondition to such Transfer, the power transferee agrees in a written document, reasonably satisfactory in form and substance to vote or direct the voting ofParent, any additional Shares or other voting interests with respect to the Company, such Shares or voting interests shall, without further action be bound by all of the parties, be deemed Covered Shares and subject to the provisions terms of this Agreement, and the number of Shares held by (Y) such Stockholder set forth on Schedule A will be deemed amended accordingly and such Shares or voting interests shall automatically become subject Transfer is effected no later than three Business Days prior to the terms record date for any Stockholder Meeting (or any adjournment or postponement thereof) and does not delay, hinder or impede (1) the timely voting of this Agreement. Each Stockholder shall promptly notify Parent and the Company Covered Shares in accordance with Section 1 or (2) the consummation of any such eventthe Merger.

Certain Covenants of Stockholder. The Stockholder hereby covenants and agrees as follows: (a) Prior to the Termination Date, such the Stockholder (solely in his, her or its capacity as a stockholder and in no other capacity) shall not, and shall not authorize or permit any of its Representatives (provided that the Company, its Subsidiaries or representativesand its and their Representatives shall not be considered a Representative of the Stockholder for purposes of this Section 5), directly or indirectly, to: (i) solicit, initiate, endorse, knowingly encourage or knowingly facilitate the making by any Person (other than the other parties to the Merger Agreement) of any Acquisition Proposal or any inquiries, proposals or offers that would reasonably be expected to lead to any Acquisition Proposal; (ii) enter into, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or otherwise cooperate in any Acquisition Proposal or any inquiriesway with, proposals or offers that would reasonably be expected to lead to any Acquisition Proposal; (iii) execute or enter into any Contract constituting or relating to any Acquisition Proposal, or approve or recommend or propose to approve or recommend any Acquisition Proposal or any Contract constituting or relating to any Acquisition Proposal (or authorize or resolve to agree to do any of the foregoing actions); or (iv) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of the Company Shares intending to facilitate any Acquisition Proposal or cause stockholders shareholders of the Company not to vote to approve the Merger or any other transaction contemplated by the Merger Agreement. (b) Such The Stockholder will immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any of the matters described in Section 6(a5(a) above, to the extent such discussions or negotiations occurred in the capacity of the Stockholder as a stockholder and in no other capacity. (c) The Stockholder or its Subsidiaries, or any of its or their respective directors or officers, or any of its controlled Affiliates or agents acting on its or their behalf shall not assert, file or otherwise commence, directly or indirectly (or encourage, facilitate or support any other person to file or commence), any lawsuit or other Legal Proceeding asserting a claim under, or action against, any Sponsor Related Party (as defined in the Equity Commitment Letter) or any Guarantor or any Guarantor Affiliate (each as defined in the Guarantee) in connection with the Equity Commitment Letter, the Guarantee, the Merger Agreement, the Debt Commitment Letter or any transaction contemplated thereby or otherwise relating hereto or thereto, other than any Permitted Claim (as defined in, and to the extent permitted under, Section 2 (Changes in Obligations; Certain Waivers) of the Guarantee), in each case, subject to all of the terms, conditions and limitations therein; provided, that for the purposes of this provision, the Company and its Subsidiaries shall not be deemed controlled Affiliates of the Stockholder. (d) Prior to the Termination Date, and except as contemplated herebyhereby or by the Rollover Agreement, such the Stockholder shall not (i) tender into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively “Transfer”), or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Shares or beneficial ownership or voting power thereof or therein (including by operation of law), (iii) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or grant any proxies or powers of attorney or enter into a voting agreement with respect to any Covered Shares or (iv) knowingly take any action that would reasonably be expected to make any representation or warranty of such the Stockholder contained herein untrue or incorrect or have the effect of materially preventing or disabling such the Stockholder from performing its obligations under this Agreement, in each case other than Permitted Transfers (as defined below). Any Transfer in violation of this provision shall be void. Such Stockholder further agrees to authorize and request Notwithstanding the Company to notify the Company’s transfer agent that there is foregoing, this Section 5 shall not prohibit a stop transfer order with respect to all Transfer of the Covered Shares and that this Agreement places limits on (including any new Covered Shares as described in the voting immediately succeeding paragraph) by the Stockholder (x) to any beneficial owner, shareholder, member or partner of the Covered SharesStockholder or (y) to any Affiliate of the Stockholder, other than Permitted Transfers. If so requested long as, in the case of the foregoing clauses, the assignee or transferee agrees to be bound by Parent, such Stockholder agrees that the certificates representing Covered Shares shall bear a legend stating that they are subject to terms of this Agreement and executes and delivers to the irrevocable proxy granted in parties hereto a written consent and joinder reasonably acceptable to Parent memorializing such agreement; provided that any transfer of Rollover Shares shall require the prior written consent of Parent. Any permitted Transferee of any Covered Shares pursuant to this Section 2(a)5(c) shall be referred to as a “Permitted Transferee”. (de) Prior to the Termination Date, in the event that a the Stockholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional Company Shares or other voting interests securities with respect to the Company, such Company Shares or voting interests securities shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement, and the number of Company Shares held by such the Stockholder set forth on Schedule A hereto will be deemed amended accordingly and such Company Shares or voting interests securities shall automatically become subject to the terms of this Agreement. Each The Stockholder shall promptly notify Parent and the Company of any such event. (f) Notwithstanding anything to the contrary contained herein, (i) the Stockholder and its Representatives shall be entitled to participate in discussions or negotiations with any Person making an Acquisition Proposal with respect to such Acquisition Proposal, including entering into a voting agreement (to the extent permitted in clause (ii) below) in support thereof, but only in the event that the Company and its Representatives are permitted to engage in discussions or negotiations in response to such Acquisition Proposal pursuant to and in accordance with Section 5.3 of the Merger Agreement and (ii) the Stockholder shall be entitled to enter into any such voting agreement with any Person making a Superior Proposal simultaneously with the execution and delivery of a definitive Alternative Acquisition Agreement by the Company entered into as and to the extent permitted by the Merger Agreement (including Section 8.1(h) thereof). Nothing in this Section 5 shall prohibit the Stockholder or any of its Representatives from informing any Person of the existence of the provisions of this Section 5.

Certain Covenants of Stockholder. The Stockholder Each Stockholder, for itself (severally and not jointly), hereby covenants and agrees as follows: (a) Prior to the Termination Date, except solely with respect to any Released Shares after an Adverse Recommendation Change or a termination of the Merger Agreement pursuant to Section 8.1(d)(ii) of the Merger Agreement, such Stockholder (solely in his, her or its capacity as a stockholder and in no other capacity) shall not, and shall not authorize or permit any of its Subsidiaries or representativesRepresentatives, directly or indirectly, to: (i) solicit, initiate, endorse, knowingly encourage or knowingly facilitate the making by submission of any Person Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal (other than by the other parties to the Merger Agreement) of any Acquisition Proposal or any inquiries, proposals or offers that would reasonably be expected to lead to any Acquisition Proposal); (ii) enter into, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, any Acquisition Proposal or any inquiries, proposals or offers that would reasonably be expected to lead to any Acquisition Proposal; (iii) execute or enter into any Contract constituting or relating to any Acquisition Proposal, or approve or recommend or propose to approve or recommend any Acquisition Proposal or any Contract constituting or relating to any Acquisition Proposal (or authorize or resolve to agree to do any of the foregoing actions); or (iv) make, or in any manner participate in a “"solicitation” " (as such term is used in the rules of the Securities and Exchange Commission (the "SEC")) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of the Shares intending to facilitate any Acquisition Proposal or cause stockholders of the Company not to vote to approve the Merger or any other transaction contemplated by the Merger Agreement. (b) Such Stockholder will immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any of the matters described in Section 6(a8(a) above, to the extent such discussions or negotiations occurred in the capacity of the Stockholder as a stockholder and in no other capacity. (c) Prior to the Termination Date, and except as contemplated herebypermitted by this Agreement (including by Section 3(b)), such Stockholder shall not (i) tender into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively “"Transfer”"), or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Shares or beneficial ownership or voting power thereof or therein (including by operation of law), (iii) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or grant any proxies or powers of attorney or enter into a voting agreement with respect to any Covered Shares or (iv) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect incorrect, in any material respect, or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement, in each case other than Permitted Transfers (as defined below). Any Transfer in violation of this provision shall be void. Such Stockholder further agrees to authorize hereby authorizes and request requests the Company to notify the Company’s 's transfer agent that there is a stop transfer order with respect to all of the such Stockholder's Covered Shares and that this Agreement places limits on the voting of the Covered Shares, other than Permitted Transfers. If so requested by Parent, such Stockholder agrees that the certificates representing Covered Shares shall bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in Section 2(a4(a). Notwithstanding anything to the contrary in this Agreement, the Stockholder may Transfer any or all of the Covered Shares, in accordance with applicable Law, to such Stockholder's spouse, ancestors, descendants or any trust controlled by the Stockholder for any of their benefit, and with respect to any Stockholder that is not a natural Person, to such Stockholder's Affiliates; provided, that prior to and as a condition to the effectiveness of such Transfer, each Person to whom any of such Covered Shares or any interest in any of such Covered Shares is or may be Transferred shall have executed and delivered to Parent a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement as if it had been the Stockholder originally party hereto, and shall have agreed in writing with Parent to hold such Covered Shares or interest in such Covered Shares subject to all of the terms and provisions of this Agreement. (d) Prior to the Termination Date, in such Stockholder shall promptly notify Parent of the event that a Stockholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, number of any additional new Shares or other voting interests securities of the Company with respect to which beneficial ownership is acquired by such Stockholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, if any, after the date hereof. Any such Shares or other voting interests shall, without further action securities of the parties, be deemed Covered Shares and subject to the provisions of this Agreement, and the number of Shares held by such Stockholder set forth on Schedule A will be deemed amended accordingly and such Shares or voting interests Company shall automatically become subject to the terms of this Agreement. Each Stockholder , and Schedule A shall promptly notify Parent and the Company of any such eventbe adjusted accordingly.

Certain Covenants of Stockholder. The Stockholder Each Stockholder, for itself (severally and not jointly), hereby covenants and agrees as follows: (a) Prior to the Termination Date, such Such Stockholder (solely in his, her or its capacity as a stockholder and in no other capacity) shall not, and shall not authorize or permit any of its Subsidiaries or representativesAffiliates or its or their Representatives, directly or indirectly, to: (i) solicit, initiate, endorse, knowingly encourage or knowingly facilitate any inquiry, proposal or offer with respect to, or the making by any Person (other than the other parties to the Merger Agreement) of or completion of, any Acquisition Proposal Proposal, or any inquiriesinquiry, proposals proposal or offers offer that would is reasonably be expected likely to lead to any Acquisition Proposal; (ii) enter into, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or otherwise cooperate in any Acquisition Proposal or any inquiriesway with, proposals or offers that would reasonably be expected to lead to any Acquisition Proposal; (iii) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, binding term sheet or other Contract constituting or relating related to, or which is intended to or is reasonably likely to lead to, any Acquisition Proposal, or ; (iv) approve or recommend or propose to approve or recommend any Acquisition Proposal or any Contract constituting or relating to any Acquisition Proposal (to the Company or authorize or resolve to agree to do any of the foregoing actions); orthird Person; (ivv) make, or in any manner participate in in, a “solicitation” (as such term is used in the rules of the SEC) solicitation of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of Shares (other than in favor of the Shares intending Merger), or seek to facilitate any Acquisition Proposal or cause stockholders of the Company not to vote to approve the Merger or any other transaction contemplated by the Merger Agreement; or (vi) resolve, agree or propose to do any of the foregoing. (b) Such Stockholder will immediately cease and cause to be terminated all existing discussions or negotiations (if any) with any Person conducted heretofore with respect to any of the matters described in Section 6(aparagraph (a) above, to the extent such discussions or negotiations occurred in the capacity of the Stockholder as a stockholder and in no other capacity. (c) Prior Such Stockholder shall promptly (and in any event within 24 hours of receipt) advise Parent in writing in the event such Stockholder receives (i) any indication by any Person that it is considering making an Acquisition Proposal, (ii) any inquiry or request for information, discussion or negotiation that is reasonably likely to lead to or that contemplates an Acquisition Proposal or (iii) any proposal or offer that is or is reasonably likely to lead to an Acquisition Proposal, in each case together with a description of the Termination Datematerial terms and conditions of and facts surrounding any such indication, inquiry, request, proposal or offer, the identity of the Person making any such indication, inquiry, request, proposal or offer, and except a copy of any written agreement or other materials provided by such Person. Such Stockholder shall keep Parent informed (orally and in writing) in all material respects on a timely basis of the status and details (including, within 24 hours after the occurrence of any amendment, modification, development, discussion or negotiation) of any such indication, inquiry, request, proposal or offer, including furnishing copies of any written inquiries, correspondence and draft documentation, and written summaries of any material oral inquiries or discussions. (d) Except as contemplated hereby, such Stockholder shall not (i) tender into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, gift, encumber, assign or otherwise dispose of (collectively “Transfer”), or enter into any contract, option, agreement or other arrangement or understanding Contract with respect to the Transfer of any of the Covered Shares or beneficial ownership or voting power thereof or therein (including by operation of law), (iii) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or grant any proxies or powers of attorney or enter into a voting agreement with respect to any Covered Shares or (iv) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement, in each case other than Permitted Transfers (as defined below). Any Transfer in violation of this provision shall be void. Such Stockholder further agrees to authorize and request the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Covered Shares and that this Agreement places limits on the voting of the Covered Shares, other than Permitted Transfers. If so requested by Parent, such Stockholder agrees that the certificates representing Covered Shares shall bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in Section 2(a). (de) Prior to the Termination Date, in In the event that a such Stockholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional Shares or other voting interests with respect to the Company, such Shares or voting interests shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement, and the number of Shares held by such Stockholder set forth on Schedule A hereto will be deemed amended accordingly and such Shares or voting interests shall automatically become subject to the terms of this Agreement. Each Stockholder shall promptly notify Parent and the Company of any such event.

Certain Covenants of Stockholder. The Stockholder Each Stockholder, for itself (severally and not jointly), covenants and agrees as follows: (a) Prior to the Termination Date, such Stockholder (solely in his, her or its capacity as a stockholder and in no other capacity) shall not, and shall not authorize or permit any of its Subsidiaries or representatives, directly or indirectly, to: (i) solicit, initiate, endorse, knowingly encourage or knowingly facilitate the making by any Person (other than the other parties to the Merger Agreement) of any Acquisition Proposal or any inquiries, proposals or offers that would reasonably be expected to lead to any Acquisition Proposal; (ii) enter into, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, any Acquisition Proposal or any inquiries, proposals or offers that would reasonably be expected to lead to any Acquisition Proposal; (iii) execute or enter into any Contract constituting or relating to any Acquisition Proposal, or approve or recommend or propose to approve or recommend any Acquisition Proposal or any Contract constituting or relating to any Acquisition Proposal (or authorize or resolve to agree to do any of the foregoing actions); or (iv) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of the Shares intending to facilitate any Acquisition Proposal or cause stockholders of the Company not to vote to approve the Merger or any other transaction contemplated by the Merger Agreement. (b) Such Stockholder will immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any of the matters described in Section 6(a) above, to the extent such discussions or negotiations occurred in the capacity of the Stockholder as a stockholder and in no other capacity. (c) Prior to the Termination Date, and except as contemplated hereby, such Stockholder shall not (i) tender into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively “Transfer”), or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Shares or beneficial ownership or voting power thereof or therein (including by operation of law), (iii) deposit any Covered Shares into a voting trust or grant any proxies or powers of attorney or enter into a voting agreement with respect to any Covered Shares or (iv) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement, in each case other than Permitted Transfers (as defined below). Any Transfer in violation of this provision shall be void. Such Stockholder further agrees to authorize and request the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Covered Shares and that this Agreement places limits on the voting of the Covered Shares, other than Permitted Transfers. If so requested by Parent, such Stockholder agrees that the certificates representing Covered Shares shall bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in Section 2(a). (d) Prior to the Termination Date, in the event that a Stockholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional Shares or other voting interests with respect to the Company, such Shares or voting interests shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement, and the number of Shares held by such Stockholder set forth on Schedule A will be deemed amended accordingly and such Shares or voting interests shall automatically become subject to the terms of this Agreement. Each Stockholder shall promptly notify Parent and the Company of any such event.

Certain Covenants of Stockholder. The Stockholder hereby covenants and agrees as follows: (a) Prior to the Termination Date, such Stockholder (solely except in his, her or its capacity as a stockholder and in no director, executive officer or other capacity) fiduciary of the Company, the Stockholder shall not, and shall not authorize cause his, her or permit any of its Subsidiaries not to, and shall instruct his/her and their respective Representatives not to, directly or representativesindirectly: (i) initiate, seek or solicit, or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, to: (i) solicit, initiate, endorse, knowingly encourage any inquiries or knowingly facilitate the making by any Person (other than the other parties to the Merger Agreement) or submission of any Acquisition Proposal proposal that constitutes, or any inquiries, proposals or offers that would reasonably be expected to lead to, an Acquisition Proposal with respect to any Acquisition ProposalCBLI; (ii) enter into, continue participate or otherwise engage or participate in any discussions or negotiations regardingwith, or furnish disclose any non-public information or data relating to, CBLI or any of its Subsidiaries or afford access to the properties, books or records of CBLI or any of its Subsidiaries to any Person any information that has made or data with respect to, any Acquisition Proposal or any inquiries, proposals or offers that would could reasonably be expected to lead make, or in connection with, an Acquisition Proposal with respect to any Acquisition ProposalCBLI; (iii) execute or enter into any Contract constituting agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or relating other similar agreement, whether or not binding, with respect to any Acquisition Proposal, or approve or recommend or propose to approve or recommend any an Acquisition Proposal or any Contract constituting or relating with respect to any Acquisition Proposal (or authorize or resolve to agree to do any of the foregoing actions)CBLI; or (iv) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of the Covered Shares intending to facilitate any Acquisition Proposal or cause stockholders of the Company CBLI Stockholders not to vote to approve the Merger or any other transaction contemplated by the Merger Agreement. (b) Such Except in his, her or its capacity as a director, executive officer or other fiduciary of the Company, the Stockholder will shall, and shall cause his, her or its Subsidiaries to, and shall instruct his, her or its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions any solicitation, encouragement, discussion or negotiations negotiation with or involving any Person (other than CYTO and its Affiliates) conducted heretofore by the Stockholder or any Subsidiary thereof or any of his/her or their respective Representatives, with respect to any of the matters described in Section 6(a) above, an Acquisition Proposal or which could reasonably be expected to the extent such discussions or negotiations occurred in the capacity of the Stockholder as a stockholder and in no other capacitylead to an Acquisition Proposal. (c) Prior to the Termination Date, and except as contemplated hereby, such the Stockholder shall not (i) tender into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively “Transfer”), or enter into any contract, option, agreement or other arrangement Contract or understanding with respect to the Transfer of any of the Covered Shares or beneficial ownership or voting power thereof or therein (including by operation of law), (iii) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or grant any proxies or powers of attorney or enter into a voting agreement with respect to any Covered Shares or (iv) knowingly take any action that would make any representation or warranty of such the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such the Stockholder from performing its his/her obligations under this Agreement; provided that the Stockholder may (x) Transfer Covered Shares for estate planning or philanthropic purposes so long as the transferee, prior to the date of Transfer, agrees in a signed writing to be bound by and comply with the provisions of this Agreement, and the Stockholder provides at least three (3) Business Days’ prior written notice (which shall include the written consent of the transferee agreeing to be bound by and comply with the provisions of this Agreement) to CYTO, in each which case other than Permitted Transfers (as defined below). Any Transfer in violation the Stockholder shall remain responsible for any breach of this provision shall Agreement by such transferee, or Transfer Covered Shares at such Stockholder’s death pursuant to Law or such Stockholder’s estate plan (provided, that the transferee agrees in a signed writing to be voidbound by and comply with the provisions of this Agreement or (y) surrender Covered Shares to the Company in connection with the vesting, settlement or exercise of CBLI Equity Awards to satisfy any withholding for the payment of taxes incurred in connection with such vesting, settlement or exercise, or, in respect of CBLI Options, the exercise price thereon. Such In furtherance of the foregoing, the Stockholder further agrees to authorize and request hereby authorizes the Company to notify the Company’s instruct its transfer agent that there is to enter a stop transfer order with respect to all of the Covered Shares and that this Agreement places limits on the voting of the Covered Shares, other than Permitted Transfers. If so requested by Parent, such Stockholder agrees that the certificates representing Covered Shares shall bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in Section 2(a). (d) Prior to the Termination Date, in the event that a Stockholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional Shares or other voting interests with respect to the Company, such Shares or voting interests shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement, and the number of Shares held by such Stockholder set forth on Schedule A will be deemed amended accordingly and such Shares or voting interests shall automatically become subject to the terms of this Agreement. Each Stockholder shall promptly notify Parent and the Company of any such event...