Common use of Certain Covenants of the Stockholders Clause in Contracts

Certain Covenants of the Stockholders. Other than in accordance with the other terms of this Agreement, each Stockholder severally and not jointly, hereby covenants and agrees as follows: (a) Subject to Section 8 hereof, prior to the Termination Date, the Stockholder shall not, directly or indirectly, (i) initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Company Acquisition Proposal, (ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any Company Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal or (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Company Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, (i) such Stockholder shall not be responsible for the actions of the Company or the Board of Directors of the Company (or any committee thereof), any subsidiary of the Company, or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (collectively, the “Company Related Parties”), (ii) such Stockholder makes no representations or warranties with respect to the actions of any of the Company Related Parties, and (iii) any breach by the Company of its obligations under Section 6.06 of the Merger Agreement shall not be considered a breach of this Section 7(a) (it being understood that, for the avoidance of doubt, such Stockholder or his, her or its representatives (other than any such representative that is a Company Related Party) shall remain responsible for any breach by such Stockholder or his, her or its representatives of this Section 7(a)). (b) Each Stockholder hereby irrevocably and unconditionally agrees, prior to the Termination Date, not to (except in each case pursuant to the Merger Agreement), (i) directly or indirectly, (A) Transfer, or (B) enter into any Contract or option with respect to the Transfer of, any of such Stockholder’s Covered Shares, or (ii) publicly announce any intention to effect any transaction specified in clause (A) or (B), or (iii) 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; provided, however, that nothing herein shall prohibit a Transfer to an Affiliate of the Stockholder or to another Stockholder of the Company that becomes a party to this Agreement and bound by the terms and obligations hereof (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Acquiror, to assume all of the obligations of the Stockholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 7(b) shall not relieve the Stockholder of its obligations under this Agreement. Any Transfer in violation of this Section 7(b) with respect to the Stockholder’s Covered Shares shall be null and void. (c) Each Stockholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered office of the Company.

Certain Covenants of the Stockholders. Other than Except in accordance with the other terms of this Agreement, each Stockholder severally the Stockholders hereby covenant and not jointly, hereby covenants and agrees agree as follows: (a) Subject to Section 8 hereof, prior Prior to the Termination Date, a Stockholder shall not, in its capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit, initiate or encourage (including by way of furnishing information) or respond to (or take any other action designed to facilitate) any inquiries or the making of any proposal by any Person (other than Lynx or any Affiliate thereof) with respect to Detective that constitutes or could reasonably be expected to lead to a Detective Takeover Proposal or engage in any discussions or negotiations with regard to any Detective Takeover Proposal. (b) Prior to the Termination Date, a Stockholder shall not, directly or indirectly, indirectly (i) initiateexcept pursuant to the terms of the Merger Agreement or this Agreement, solicit offer for sale, sell, transfer, tender, pledge, encumber, assign or knowingly encourage otherwise dispose of, enforce or knowingly facilitate permit the execution of the provisions of any inquiries redemption agreement with Detective, enter into any Contract, Option or requests for information other arrangement or understanding with respect to, or consent to the making offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any inquiry regardingdiscretionary powers to distribute, any or all of the Shares or any proposal interest therein, including any trust income or offer that constitutesprincipal, or could reasonably be expected to result in or lead to, any Company Acquisition Proposal, (ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any Company Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal or (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Company Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, (i) such Stockholder shall not be responsible for the actions of the Company or the Board of Directors of the Company (or any committee thereof), any subsidiary of the Company, or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (collectively, the “Company Related Parties”), (ii) such Stockholder makes no representations or warranties with respect to the actions of any of the Company Related Parties, and (iii) any breach by the Company of its obligations under Section 6.06 of the Merger Agreement shall not be considered a breach of this Section 7(a) (it being understood that, for the avoidance of doubt, such Stockholder or his, her or its representatives (other than any such representative that is a Company Related Party) shall remain responsible for any breach by such Stockholder or his, her or its representatives of this Section 7(a)). (b) Each Stockholder hereby irrevocably and unconditionally agrees, prior to the Termination Date, not to (except in each case pursuant to the Merger a Permitted Transferee who is or agrees to become bound by this Agreement); (ii) except as contemplated hereby, (i) directly grant any proxies or indirectly, (A) Transfer, or (B) enter into any Contract or option powers of attorney with respect to the Transfer of, any of such Stockholder’s Covered Shares, deposit any Shares into a voting trust or (ii) publicly announce enter into a voting agreement with respect to any intention to effect any transaction specified in clause (A) or (B), Shares; or (iii) 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 any of such Stockholder's obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer to an Affiliate of the Stockholder or to another Stockholder of the Company that becomes a party to this Agreement and bound by the terms and obligations hereof (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Acquiror, to assume all of the obligations of the Stockholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 7(b) shall not relieve the Stockholder of its obligations under this Agreement. Any Transfer in violation of this Section 7(b) with respect to the Stockholder’s Covered Shares shall be null and void. (c) Each Stockholder hereby authorizes waives any rights of appraisal or rights to dissent from the Company Merger that such Stockholder may have. Each Trustee represents that no beneficiary who is a beneficial owner of Shares under any trust has any right of appraisal or right to maintain a copy dissent from the Merger which has not been so waived. (d) Unless, in connection therewith, the Shares held by any trust which is presently subject to the terms of this Agreement are transferred to one or more Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, the Stockholder acting as a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at either least until the executive office or the registered office of the CompanyTermination Date.

Certain Covenants of the Stockholders. Other than Except in accordance with the other terms of this Agreement, each Stockholder hereby covenants and agrees, severally and not jointly, hereby covenants and agrees as follows: (a) Subject to Section 8 hereofThe Stockholder hereby agrees not to, directly or indirectly, prior to the Termination Date, the Stockholder shall not, directly or indirectly, (i) initiatesell, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect totransfer, or the making ofpledge, any inquiry regardingencumber, or any proposal or offer that constitutesassign, or could reasonably be expected to result in or lead tohedge, any Company Acquisition Proposalswap, (ii) engage in, continue convert or otherwise participate in dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any negotiations tender or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to any proposal, exchange offer, inquiry by operation of law or request for information that constitutes, or could reasonably be expected to result in or lead to, any Company Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal or (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Company Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, (i) such Stockholder shall not be responsible for the actions of the Company or the Board of Directors of the Company (or any committee thereofotherwise), any subsidiary of the Company, either voluntarily or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing involuntarily (collectively, the “Company Related PartiesTransfer”), (ii) such Stockholder makes no representations or warranties with respect to the actions of any of the Company Related Parties, and (iii) any breach by the Company of its obligations under Section 6.06 of the Merger Agreement shall not be considered a breach of this Section 7(a) (it being understood that, for the avoidance of doubt, such Stockholder or his, her or its representatives (other than any such representative that is a Company Related Party) shall remain responsible for any breach by such Stockholder or his, her or its representatives of this Section 7(a)). (b) Each Stockholder hereby irrevocably and unconditionally agrees, prior to the Termination Date, not to (except in each case pursuant to the Merger Agreement), (i) directly or indirectly, (A) Transfer, or (B) enter into any Contract contract or option with respect to the Transfer of, of any of such the Stockholder’s Covered Shares, or (ii) publicly announce any intention to effect any transaction specified in clause (A) or (B), or (iii) 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 materially delaying the Stockholder from or in performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer (A) to an Affiliate affiliate of the Stockholder, (B) occurring by will, testamentary document or intestate succession upon the death of a Stockholder who is an individual or (C) pursuant to another Stockholder of the Company that becomes a party to this Agreement and bound by the terms and obligations hereof community property laws or divorce decree (each, a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to Acquirorthe Company, to assume all of the obligations of the Stockholder under, and be bound by all of the terms of, this AgreementAgreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently acquired; provided, further, that any Transfer permitted under this Section 7(b5(a) shall not relieve the Stockholder of its obligations under this Agreement. Any Transfer in violation of this Section 7(b5(a) with respect to the Stockholder’s Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Stockholder. (cb) Each The Stockholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered office of the Company.

Certain Covenants of the Stockholders. Other than in accordance with the other terms of this Agreement, each Stockholder severally and not jointly, hereby covenants and agrees as follows: (a) Subject to Section 8 6 hereof, prior to the Termination Date, the Stockholder shall not, directly or indirectly, (i) initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Company Acquisition Proposal, (ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any Company Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal or (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Company Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, (i) such Stockholder shall not be responsible for the actions of the Company or the Board of Directors of the Company (or any committee thereof), any subsidiary of the Company, or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (collectively, the “Company Related Parties”), (ii) such Stockholder makes no representations or warranties with respect to the actions of any of the Company Related Parties, and (iii) any breach by the Company of its obligations under Section 6.06 6.5 of the Merger Agreement shall not be considered a breach of this Section 7(a5(a) (it being understood that, for the avoidance of doubt, such Stockholder or his, her or its representatives (other than any such representative that is a Company Related Party) shall remain responsible for any breach by such Stockholder or his, her or its representatives of this Section 7(a5(a)). (b) Each Stockholder hereby irrevocably and unconditionally agrees, prior to the Termination Date, not to (except in each case pursuant to the Merger Agreement), (i) directly or indirectly, (A) sell, publicly offer to sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or (B) enter into any Contract or option with respect to the Transfer of, any of such Stockholder’s Covered Shares, or (ii) publicly announce any intention to effect any transaction specified in clause (A) or (B), or (iii) 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; provided, however, that nothing herein shall prohibit a Transfer to an Affiliate of the Stockholder or to another Stockholder of the Company that becomes a party to this Agreement and bound by the terms and obligations hereof (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Acquiror, to assume all of the obligations of the Stockholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 7(b5(b) shall not relieve the Stockholder of its obligations under this Agreement. Any Transfer in violation of this Section 7(b5(b) with respect to the Stockholder’s Covered Shares shall be null and void. (c) Each Stockholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered office of the Company.

Certain Covenants of the Stockholders. Other than Except in accordance with the other terms of this Agreement, each Stockholder hereby covenants and agrees, severally and not jointly, hereby covenants and agrees as follows: (a) Subject to Section 8 hereofThe Stockholder hereby agrees not to, directly or indirectly, prior to the Termination Date, the Stockholder shall not, directly or indirectly, (i) initiatesell, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect totransfer, or the making ofpledge, any inquiry regardingencumber, or any proposal or offer that constitutesassign, or could reasonably be expected to result in or lead tohedge, any Company Acquisition Proposalswap, (ii) engage in, continue convert or otherwise participate in dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any negotiations tender or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to any proposal, exchange offer, inquiry by operation of law or request for information that constitutes, or could reasonably be expected to result in or lead to, any Company Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal or (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Company Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, (i) such Stockholder shall not be responsible for the actions of the Company or the Board of Directors of the Company (or any committee thereofotherwise), any subsidiary of the Company, either voluntarily or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing involuntarily (collectively, the “Company Related PartiesTransfer”), (ii) such Stockholder makes no representations or warranties with respect to the actions of any of the Company Related Parties, and (iii) any breach by the Company of its obligations under Section 6.06 of the Merger Agreement shall not be considered a breach of this Section 7(a) (it being understood that, for the avoidance of doubt, such Stockholder or his, her or its representatives (other than any such representative that is a Company Related Party) shall remain responsible for any breach by such Stockholder or his, her or its representatives of this Section 7(a)). (b) Each Stockholder hereby irrevocably and unconditionally agrees, prior to the Termination Date, not to (except in each case pursuant to the Merger Agreement), (i) directly or indirectly, (A) Transfer, or (B) enter into any Contract contract or option with respect to the ​ Transfer of, of any of such the Stockholder’s Covered Shares, or (ii) publicly announce any intention to effect any transaction specified in clause (A) or (B), or (iii) 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 materially delaying the Stockholder from or in performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer (A) to an Affiliate affiliate of the Stockholder, (B) occurring by will, testamentary document or intestate succession upon the death of a Stockholder who is an individual or (C) pursuant to another Stockholder of the Company that becomes a party to this Agreement and bound by the terms and obligations hereof community property laws or divorce decree (each, a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to Acquirorthe Company, to assume all of the obligations of the Stockholder under, and be bound by all of the terms of, this AgreementAgreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently acquired; provided, further, that any Transfer permitted under this Section 7(b5(a) shall not relieve the Stockholder of its obligations under this Agreement. Any Transfer in violation of this Section 7(b5(a) with respect to the Stockholder’s Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Stockholder. (cb) Each The Stockholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered office of the Company.

Certain Covenants of the Stockholders. Other than in accordance with the other terms of this AgreementEach Stockholder, each Stockholder for itself (severally and not jointly), hereby covenants and agrees as follows: (a) Subject to Section 8 hereof, prior Prior to the Termination Date, the such Stockholder (solely in 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, solicit or endorse, knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or the making of, by any inquiry regarding, or Person (other than the other parties to the Merger Agreement) of any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Company Acquisition Alternative Transaction Proposal, ; (ii) engage inenter into, continue or otherwise participate in any discussions or negotiations or discussions concerningregarding, or provide access furnish to its properties, books and records or any confidential Person any information or data with respect to, any Person relating to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any Company Acquisition Alternative Transaction Proposal, ; (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal or (iv) execute or enter into, into any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for Contract constituting or relating to any Company Acquisition Alternative Transaction Proposal. Notwithstanding anything in this Agreement , or approve or recommend or propose to the contrary, (i) such Stockholder shall not be responsible for the actions of the Company approve or the Board of Directors of the Company recommend any Alternative Transaction Proposal or any Contract constituting or relating to any Alternative Transaction Proposal (or any committee thereof), any subsidiary of the Company, authorize or any officers, directors (in their capacity as such), employees and professional advisors of resolve to agree to do any of the foregoing actions); or (collectivelyiv) make, or in any manner participate in a “solicitation” (as such term is used in the “Company Related Parties”)rules of the SEC) of proxies or powers of attorney or similar rights to vote, (ii) such Stockholder makes no representations or warranties seek to advise or influence any Person with respect to the actions voting of the Shares intending to facilitate any Alternative Transaction Proposal or cause stockholders of the Company Related Parties, and (iii) not to vote to approve the Merger or any breach other transaction contemplated by the Company of its obligations under Section 6.06 of the Merger Agreement shall not be considered a breach of this Section 7(a) (it being understood that, for the avoidance of doubt, such Stockholder or his, her or its representatives (other than any such representative that is a Company Related Party) shall remain responsible for any breach by such Stockholder or his, her or its representatives of this Section 7(a))Agreement. (b) Each Such Stockholder hereby irrevocably will immediately cease and unconditionally agreescause 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, prior 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 to (except in each case pursuant to the Merger Agreement), (i) directly tender into any tender or indirectlyexchange offer, (Aii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively “Transfer”), or (B) enter into any Contract contract, option, agreement or option other arrangement or understanding with respect to the Transfer of, of any of such Stockholder’s the Covered SharesShares 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 enter into a voting agreement with respect to any Covered Shares or (ii) publicly announce any intention to effect any transaction specified in clause (A) or (B), or (iii) 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; provided, however, that nothing herein shall prohibit a Transfer to an Affiliate of the such Stockholder or to another Stockholder of the Company that becomes a party to this Agreement and bound by the terms and obligations hereof (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Acquiror, to assume all Transfer any of the obligations Covered Shares after the filing of the Stockholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 7(b) shall not relieve the Stockholder of its obligations under this Agreement. Merger Vote Form 8-K. Any Transfer in violation of this Section 7(bprovision shall be void. To the extent a Transfer is permitted, such Transfer shall comply with all applicable laws. (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 Stockholder’s 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 be null and void. (c) automatically become subject to the terms of this Agreement. Each Stockholder hereby authorizes shall promptly notify Parent and the Company to maintain a copy in writing of this Agreement at either the executive office or the registered office of the Companyany such event.

Certain Covenants of the Stockholders. Other than Except in accordance with the other terms of this Agreement, each Stockholder covenants and agrees, severally and not jointly, hereby covenants and agrees as follows: (a) Subject to Section 8 hereof, prior to the Termination Date, the a. Each Stockholder shall notagrees not to, directly or indirectly, (i) initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Company Acquisition Proposal, (ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any Company Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal or (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Company Acquisition Proposal. Notwithstanding anything in this Agreement prior to the contraryExpiration Time, except in connection with the consummation of the Transactions, including the Mergers, (i) such Stockholder shall not be responsible for the actions sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of the Company (including by merger (including by conversion into securities or the Board of Directors of the Company (or any committee thereofother consideration), by tendering into any subsidiary tender or exchange offer, by operation of the Company, Law or any officers, directors (in their capacity as suchotherwise), employees and professional advisors of any of the foregoing either voluntarily or involuntarily (collectively, the “Company Related PartiesTransfer”), (ii) such Stockholder makes no representations offer to Transfer or warranties with respect consent to the actions of any of the Company Related Parties, and (iii) any breach by the Company of its obligations under Section 6.06 of the Merger Agreement shall not be considered a breach of this Section 7(a) (it being understood that, for the avoidance of doubt, such Stockholder Transfer or his, her or its representatives (other than any such representative that is a Company Related Party) shall remain responsible for any breach by such Stockholder or his, her or its representatives of this Section 7(a)). (b) Each Stockholder hereby irrevocably and unconditionally agrees, prior to the Termination Date, not to (except in each case pursuant to the Merger Agreement), (i) directly or indirectly, (A) Transfer, or (B) enter into any Contract Contract, option or option other agreement or understanding with respect to the Transfer of, of any or all of such Stockholder’s Covered Shares, or (ii) publicly announce take any intention action or agree or commit to effect any transaction specified in clause (A) or (B), or (iii) take any action that would make any representation or warranty of such Stockholder contained herein in this Agreement untrue or incorrect or have the effect of preventing or disabling such materially delaying the Stockholder from or in performing its obligations under this Agreement; provided, however, that nothing herein in this Section 5 shall prohibit a Transfer (A) if the Stockholder is not an individual, to an Affiliate of the Stockholder, (B) occurring by will, testamentary document or intestate succession upon the death of a Stockholder who is an individual or (C) pursuant to another Stockholder of the Company that becomes a party to this Agreement and bound by the terms and obligations hereof community property Laws or divorce decree (each, a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to Acquirorthe Company, to assume all of the obligations of the Stockholder under, and be bound by all of the terms of, this AgreementAgreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently acquired; provided, further, that any Transfer permitted under this Section 7(b5(a) shall not relieve the Stockholder of its obligations under this Agreement. Any Transfer in violation of this Section 7(b5(a) with respect to the Stockholder’s Covered Shares shall be null and voidvoid ab initio. (c) b. Each Stockholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered office of the Company. c. Each Stockholder waives, and agrees not to exercise or assert, if applicable, any appraisal rights, dissenter’s rights or similar rights (whether under Section 262 of the DGCL or other applicable Law) in connection with the Mergers and agrees not to commence or participate in, assist or knowingly encourage, and to take all actions necessary to opt out of, any class in any class action with respect to, any action or claim, derivative or otherwise, against Parent, Merger Sub I, Merger Sub II, the Company or any of their respective Subsidiaries or Affiliates and each of their successors and permitted assigns relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Mergers, including any claim (i) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement (including any claim seeking to enjoin or delay the closing of the Merger), or (ii) alleging a breach of any fiduciary duty of the Company Board in connection with the Merger Agreement or the transactions contemplated by the Merger Agreement; provided, that nothing in this Section 5(c) shall restrict or prohibit the Stockholder from asserting its right to receive the Merger Consideration in accordance with the Merger Agreement and the DGCL (or other applicable Law).

Certain Covenants of the Stockholders. Other than Except in accordance with the other terms of this Agreement, each Stockholder hereby covenants and agrees, severally and not jointly, hereby covenants and agrees as follows: (a) Subject to Section 8 hereofThe Stockholder hereby agrees not to, directly or indirectly, prior to the Termination Date, the Stockholder shall not, directly or indirectly, (i) initiatesell, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect totransfer, or the making ofpledge, any inquiry regardingencumber, or any proposal or offer that constitutesassign, or could reasonably be expected to result in or lead tohedge, any Company Acquisition Proposalswap, (ii) engage in, continue convert or otherwise participate in dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any negotiations tender or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to any proposal, exchange offer, inquiry by operation of law or request for information that constitutes, or could reasonably be expected to result in or lead to, any Company Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal or (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Company Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, (i) such Stockholder shall not be responsible for the actions of the Company or the Board of Directors of the Company (or any committee thereofotherwise), any subsidiary of the Company, either voluntarily or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing involuntarily (collectively, the “Company Related PartiesTransfer”), (ii) such Stockholder makes no representations or warranties with respect to the actions of any of the Company Related Parties, and (iii) any breach by the Company of its obligations under Section 6.06 of the Merger Agreement shall not be considered a breach of this Section 7(a) (it being understood that, for the avoidance of doubt, such Stockholder or his, her or its representatives (other than any such representative that is a Company Related Party) shall remain responsible for any breach by such Stockholder or his, her or its representatives of this Section 7(a)). (b) Each Stockholder hereby irrevocably and unconditionally agrees, prior to the Termination Date, not to (except in each case pursuant to the Merger Agreement), (i) directly or indirectly, (A) Transfer, or (B) enter into any Contract contract or option with respect to the ​ ​ Transfer of, of any of such the Stockholder’s Covered Shares, or (ii) publicly announce any intention to effect any transaction specified in clause (A) or (B), or (iii) 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 materially delaying the Stockholder from or in performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer (A) to an Affiliate affiliate of the Stockholder, (B) occurring by will, testamentary document or intestate succession upon the death of a Stockholder who is an individual or (C) pursuant to another Stockholder of the Company that becomes a party to this Agreement and bound by the terms and obligations hereof community property laws or divorce decree (each, a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to Acquirorthe Company, to assume all of the obligations of the Stockholder under, and be bound by all of the terms of, this AgreementAgreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently acquired; provided, further, that any Transfer permitted under this Section 7(b5(a) shall not relieve the Stockholder of its obligations under this Agreement. Any Transfer in violation of this Section 7(b5(a) with respect to the Stockholder’s Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Stockholder. (cb) Each The Stockholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered office of the Company.

Certain Covenants of the Stockholders. Other than Except in accordance with the other terms of this Agreement, each Stockholder covenants and agrees, severally and not jointly, hereby covenants and agrees as follows: (a) Subject a. The Stockholder, solely in such Stockholder’s capacity as a director or officer of Parent, agrees not to, directly or indirectly, take any action that would violate Section 5.04 of the Merger Agreement. Without limiting the generality of the foregoing, each Stockholder will immediately cease, and will cause its Representatives to Section 8 hereofimmediately cease, prior any discussions or negotiations with any Person that may be ongoing with respect to any Takeover Proposal or Alternative Acquisition Agreement or any proposal that would reasonably be expected to lead to a Takeover Proposal. b. Each Stockholder agrees that, from and after the Termination Datedate of this Agreement and until the Expiration Time, the such Stockholder shall not, directly or indirectly, nor shall it authorize or permit any of its Representatives to, directly or indirectly, (i) solicit, initiate, solicit respond to or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect topropose, or the making ofencourage, any inquiry regardingfacilitate or assist in, or any proposal or offer offer, that constitutes, or could reasonably be expected to result in or lead to, any Company Acquisition Takeover Proposal, (ii) engage interminate, waive, amend or modify any provision of any existing confidentiality, standstill or similar agreement with respect to a potential Takeover Proposal, except as specifically permitted by the Merger Agreement, (iii) other than informing Persons of the existence of the obligations under this Section 5(b), enter into, continue or otherwise participate in any discussions, negotiations or discussions concerningother communications, or provide access to its propertiesany acquisition agreement, books and records business combination, merger agreement or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutessimilar definitive agreement, or could reasonably be expected to result in or lead to, any Company Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal or (iv) execute or enter into, any letter of intent, memorandum of understanding, understanding or agreement in principle, confidentiality agreementor any other agreement regarding or related to, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or furnish to any Person any confidential or other similar agreement non‑public information of the Parent Entities and their Subsidiaries for the purpose of encouraging, facilitating or relating responding to, any Takeover Proposal or any proposal or inquiry that is reasonably expected to any Company Acquisition lead to a Takeover Proposal. Notwithstanding anything in this Agreement to the contrary, (iiv) recommend for approval or authorize the entry of, or enter into or propose to enter into any agreement requiring a Parent Entity or any of their respective Subsidiaries to abandon, terminate or fail to consummate the Transactions, or (v) resolve or agree to do any of the foregoing. Each Stockholder acknowledges and agrees that, in the event any Representative of such Stockholder shall not be responsible for the actions of the Company or the Board of Directors of the Company (or any committee thereof), any subsidiary of the Company, or any officers, directors (acting in their its capacity as such), employees and professional advisors of ) takes any of the foregoing (collectively, the “Company Related Parties”), (ii) action that if taken by such Stockholder makes no representations or warranties with respect to the actions of any of the Company Related Parties, and (iii) any breach by the Company of its obligations under Section 6.06 of the Merger Agreement shall not would be considered a breach of this Section 7(a5, the taking of such action by such Representative will be deemed to constitute a breach of this Agreement (including this Section 5) (it being understood thatby such Stockholder. Notwithstanding anything to the contrary in this Section 5 each Stockholder and its Representatives may engage in such activities at such times and to the extent that Parent or any of its Representatives is permitted to engage in such activities pursuant to the terms of the Merger Agreement, for the avoidance of doubt, but only if such Stockholder and its Representatives comply with the terms of the Merger Agreement as if it were Parent or his, her or one of its representatives (other than any such representative that is a Company Related Party) shall remain responsible for any breach by such Stockholder or his, her or its representatives of this Section 7(a))Representatives. (b) c. Each Stockholder hereby irrevocably and unconditionally agreesagrees not to, directly or indirectly, prior to the Termination DateExpiration Time, not to (except in each case pursuant to connection with the Merger Agreement)consummation of the Transactions, including the Mergers, (i) directly sell, transfer, pledge, encumber, assign, hedge, swap, convert or indirectlyotherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of Law or otherwise), either voluntarily or involuntarily (A) collectively, “Transfer”), offer to Transfer or (B) consent to any Transfer or enter into any Contract Contract, option or option other agreement or understanding with respect to the Transfer of, of any or all of such Stockholder’s Covered Shares, or (ii) publicly announce take any intention action or agree or commit to effect any transaction specified in clause (A) or (B), or (iii) take any action that would make any representation or warranty of such Stockholder contained herein in this Agreement untrue or incorrect or have the effect of preventing or disabling such materially delaying the Stockholder from or in performing its obligations under this Agreement; provided, however, that nothing herein in this Section 5 shall prohibit a Transfer (A) if the Stockholder is not an individual, to an Affiliate of the Stockholder, (B) occurring by will, testamentary document or intestate succession upon the death of a Stockholder who is an individual or (C) pursuant to another Stockholder of the Company that becomes a party to this Agreement and bound by the terms and obligations hereof community property Laws or divorce decree (each, a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to Acquirorthe Company, to assume all of the obligations of the Stockholder under, and be bound by all of the terms of, this AgreementAgreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently acquired; provided, further, that any Transfer permitted under this Section 7(b5(c) shall not relieve the Stockholder of its obligations under this Agreement. Any Transfer in violation of this Section 7(b5(c) with respect to the Stockholder’s Covered Shares shall be null and voidvoid ab initio. (c) d. Each Stockholder hereby authorizes the Company Parent to maintain a copy of this Agreement at either the executive office or the registered office of Parent. e. Each Stockholder agrees to notify the CompanyCompany promptly in writing of the number and description of any additional shares of Parent Common Stock acquired by such Stockholder subsequent to the date of this Agreement. f. Each Stockholder agrees not to, during the period beginning on the Closing Date and ending on the earlier of the date that is (i) ninety (90) days after the Closing Date and (ii) the date that a shelf registration statement filed pursuant to the Registration Rights Agreement becomes effective (the “Lock-up Period”), (A) lend; offer; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, in each case whether effected directly or indirectly, any Covered Shares, (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (A) or clause (B) above is to be settled by delivery of Covered Shares or other securities, in cash, or otherwise or (C) publicly announce the intention to effect any of the transactions covered in clause (A) and clause (B) above.

Certain Covenants of the Stockholders. Other than in accordance with the other terms of this Agreement, each Stockholder severally and not jointly, hereby covenants and agrees as follows: (a) Subject to Section 8 7 hereof, prior to the Termination Date, the Stockholder shall not, directly or indirectly, (i) initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Company Acquisition Proposal, (ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any Company Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Company Acquisition Proposal or (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Company Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, (i) such Stockholder shall not be responsible for the actions of the Company or the Board of Directors of the Company (or any committee thereof), any subsidiary of the Company, or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (collectively, the “Company Related Parties”), (ii) such Stockholder makes no representations or warranties with respect to the actions of any of the Company Related Parties, and (iii) any breach by the Company of its obligations under Section 6.06 6.5 of the Merger Agreement shall not be considered a breach of this Section 7(a6(a) (it being understood that, for the avoidance of doubt, such Stockholder or his, her or its representatives (other than any such representative that is a Company Related Party) shall remain responsible for any breach by such Stockholder or his, her or its representatives of this Section 7(a6(a)). (b) Each Stockholder hereby irrevocably and unconditionally agrees, prior to the Termination Date, not to (except in each case pursuant to the Merger Agreement), (i) directly or indirectly, (A) sell, publicly offer to sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or (B) enter into any Contract or option with respect to the Transfer of, any of such Stockholder’s Covered Shares, or (ii) publicly announce any intention to effect any transaction specified in clause (A) or (B), or (iii) 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; provided, however, that nothing herein shall prohibit a Transfer to an Affiliate of the Stockholder or to another Stockholder of the Company that becomes a party to this Agreement and bound by the terms and obligations hereof (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Acquiror, to assume all of the obligations of the Stockholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 7(b6(b) shall not relieve the Stockholder of its obligations under this Agreement. Any Transfer in violation of this Section 7(b6(b) with respect to the Stockholder’s Covered Shares shall be null and void. (c) Each Stockholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered office of the Company.