Common use of No Disposition or Adverse Act Clause in Contracts

No Disposition or Adverse Act. Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, prior to the Expiration Date, Stockholder shall not (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares or any interest therein without the prior written consent of Parent, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares (other than a proxy card or broker instructions directing that the Covered Shares be voted in accordance with Section 2), (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or (v) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding the foregoing, a Stockholder may Transfer Covered Shares (i) to effect a “cashless exercise” to pay the exercise price of Company Options or to satisfy such Stockholder’s Tax withholding obligations in connection with such exercise, as permitted pursuant to the terms of any of the Company Equity Awards, (ii) to effect a “net settlement” of Company RSUs to satisfy such Stockholder’s Tax withholding obligations upon the settlement of a Company RSU, as permitted pursuant to the terms of any of the Company Equity Awards, (iii), in the case of a Stockholder that is not an individual, to an Affiliate of such Stockholder and (iv), in the case of a Stockholder that is an individual, (A) to any member of such Stockholder’s immediate family, (B) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family (i.e., spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild), (C) upon the death of such Sxxxxxxxxxx, and (D) by will, divorce decree, intestacy or other similar law; provided that any such Transfer referenced in clauses (iii) - (iv) shall be permitted only if the applicable transferee agrees in writing to be bound by the terms of this Agreement (a “Permitted Transfer”). Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 3(a) shall be null and void ab initio.

No Disposition or Adverse Act. Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and Agreement, the Merger Agreement, prior to Agreement or the Expiration DateOffer Documents, Stockholder shall not not, directly or indirectly, (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares or any interest therein without the prior written consent of ParentParent (other than Transfers by operation of law, in which case this Agreement shall bind the transferee), (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any interest therein, (iii) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares (other than a proxy card or broker instructions directing that the Covered Shares be voted as required to effect Stockholder’s voting obligations in accordance with Section 2)3, (iv) deposit or permit the deposit of any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or other than as required to effect Stockholder’s voting obligations in Section 3, (v) create or permit to exist any Lien (other than restrictions on Transfer or voting as created by this Agreement or under applicable securities Laws) on any of the Covered Shares, or (vi) take or permit any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder in any material respect or the transactions contemplated hereby otherwise make any representation or by the Merger Agreementwarranty of Stockholder herein untrue or incorrect in any material respect. Any attempted action taken (including any Transfer of Covered Shares or any interest therein) in violation of this Section 5(a) shall be null and void. Notwithstanding the foregoing, a Stockholder may Transfer Covered Shares (iA) under a trading plan pursuant to Rule 10b5-1 under the Exchange Act in existence on the date of this Agreement, (B) to effect a “cashless exercise” to pay exercise for the sole purpose of paying the exercise price of Company Stock Options or to satisfy cover Tax withholding obligations in connection with such Stockholder’s exercise to the extent permitted by (x) the instruments representing such Company Stock Options or (y) the Merger Agreement, (C) to effect a sale of shares of Company Common Stock following an exercise of Company Stock Options that would have otherwise expired prior to the Effective Time to cover Tax withholding obligations in connection with such exercise, as permitted pursuant to the terms of any of the Company Equity Awards(D) if a natural person, (ii) to effect a “net settlement” of Company RSUs to satisfy such Stockholder’s Tax withholding obligations upon the settlement of a Company RSU, as permitted pursuant to the terms of any of the Company Equity Awards, (iii), in the case of a Stockholder that is not an individual, to an Affiliate of such Stockholder and (iv), in the case of a Stockholder that is an individual, (Av) to any member of such Stockholder’s immediate family, (Bw) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family (i.e.family, spouse, lineal descendant the sole trustees of which are such Stockholder or antecedent, brother or sister, adopted child or grandchild or the spouse any member of any child, adopted child, grandchild or adopted grandchild)such Stockholder’s immediate family, (Cx) by will or under the laws of intestacy upon the death of such SxxxxxxxxxxStockholder, and (Dy) by willto a charitable organization, divorce decree, intestacy or (z) to any other similar lawStockholder as a gift or otherwise; provided that any such Transfer referenced transfer referred to in clauses (iiiD)(v) - through (ivz) shall be permitted only if the applicable transferee agrees shall have executed and delivered to Parent and Merger Sub, a joinder to this Agreement, in writing a form reasonably acceptable to Parent and Merger Sub and delivered such executed joinder to Parent and Merger Sub as soon as practicable after such transfer, pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement Agreement, and (E) if a “Permitted Transfer”). Any attempted Transfer of natural person who is under an obligation to transfer Covered Shares or any interest therein in violation to an affiliated investment fund, to effect such transfer to an affiliated investment fund provided that such fund is a Supporting Stockholder and the Covered Shares become Additional Owned Shares under the Other Support Agreement of this Section 3(a) shall be null and void ab initiosuch Supporting Stockholder effective upon such transfer.

No Disposition or Adverse Act. Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, prior to the Expiration Date, Stockholder shall not (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares or any interest therein without the prior written consent of Parent, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares (other than a proxy card or broker instructions directing that the Covered Shares be voted in accordance with Section 2), (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or (v) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding the foregoing, a Stockholder may Transfer Covered Shares (i) to effect a “cashless exercise” to pay the exercise price of Company Options or to satisfy such Stockholder’s Tax withholding obligations in connection with such exercise, as permitted pursuant to the terms of any of the Company Equity Awards, (ii) to effect a “net settlement” of Company RSUs to satisfy such Stockholder’s Tax withholding obligations upon the settlement of a Company RSU, as permitted pursuant to the terms of any of the Company Equity Awards, (iii), in the case of a Stockholder that is not an individual, to an Affiliate of such Stockholder and (iv), in the case of a Stockholder that is an individual, (A) to any member of such Stockholder’s immediate family, (B) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family (i.e., spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild), (C) upon the death of such SxxxxxxxxxxXxxxxxxxxxx, and (D) by will, divorce decree, intestacy or other similar law; provided that any such Transfer referenced in clauses (iii) - (iviii)—(iv) shall be permitted only if the applicable transferee agrees in writing to be bound by the terms of this Agreement (a “Permitted Transfer”). Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 3(a) shall be null and void ab initio.

No Disposition or Adverse Act. Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, prior to the Expiration Date, Stockholder shall not (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares or any interest therein without the prior written consent of Parent, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares (other than a proxy card or broker instructions directing that the Covered Shares be voted in accordance with Section 2), (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or (v) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding the foregoing, a Stockholder may Transfer Covered Shares (i) pursuant to a Rule 10b5-1 trading plan established by the Stockholder and in effect as of the date hereof, (ii) to effect a “cashless exercise” to pay the exercise price of Company Options or to satisfy such Stockholder’s Tax withholding obligations in connection with such exercise, as permitted pursuant to the terms of any of the Company Equity AwardsAgreements, (iiiii) to effect a “net settlement” of Company RSUs to satisfy such Stockholder’s Tax withholding obligations upon the settlement of a Company RSU, as permitted pursuant to the terms of any of the Company Equity AwardsAgreements, (iiiiv), in the case of a Stockholder that is not an individual, to an Affiliate of such Stockholder and (ivv), in the case of a Stockholder that is an individual, (A) to any member of such Stockholder’s immediate family, (B) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family (i.e., spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild), (C) upon the death of such SxxxxxxxxxxStockholder, and (D) by will, divorce decree, intestacy or other similar law; provided that any such Transfer referenced in clauses (iiiiv) - (ivv) shall be permitted only if the applicable transferee agrees in a signed writing reasonably acceptable to Parent (such acceptance not to be unreasonably withheld, conditioned or delayed) to be bound by the terms of this Agreement (a “Permitted Transfer”). Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 3(a) shall be null and void ab initio.

No Disposition or Adverse Act. Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, prior to the Expiration Date, Stockholder shall not (i) Transfer, offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares or any legal or beneficial interest therein without the prior written consent of Parent, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any legal or beneficial interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares (other than a proxy card or broker instructions directing that the Covered Shares be voted in accordance with Section 2)Shares, (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or (v) take any other action that would make any representation or warranty of Stockholder contained herein materially untrue or incorrect or in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding , including the foregoing, a Stockholder may Transfer Covered Shares (i) to effect a “cashless exercise” to pay the exercise price of Company Options or to satisfy such Stockholder’s Tax withholding obligations in connection with such exercise, as permitted pursuant to the terms of any of the Company Equity Awards, (ii) to effect a “net settlement” of Company RSUs to satisfy such Stockholder’s Tax withholding obligations upon the settlement of a Company RSU, as permitted pursuant to the terms of any of the Company Equity Awards, (iii), in the case of a Stockholder that is not an individual, to an Affiliate of such Stockholder and (iv), in the case of a Stockholder that is an individual, (A) to any member of such Stockholder’s immediate family, (B) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family (i.e., spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild), (C) upon the death of such Sxxxxxxxxxx, and (D) by will, divorce decree, intestacy or other similar law; provided that any such Transfer referenced in clauses (iii) - (iv) shall be permitted only if the applicable transferee agrees in writing to be bound by the terms of this Agreement (a “Permitted Transfer”)Merger. Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 3(a) shall be null and void ab initio. In furtherance of this Agreement, Stockholder hereby authorizes and instructs the Company to instruct the Company’s transfer agent that there is a stop transfer order with respect to all of the Owned Shares (and that this Agreement places limits on the voting and transfer of the Owned Shares), subject to the provisions hereof and provided that any such stop transfer order and notice will immediately be withdrawn and terminated by the Company following the termination of this Agreement in accordance with Section 7. Notwithstanding the foregoing, nothing in this Agreement shall restrict the sale of shares of Company Common Stock pursuant to a trading plan established by the Stockholder pursuant to Rule 10b5-1 under the Exchange Act, which plan is in effect as of, and has been provided to Parent prior to, the date of this Agreement, solely to the extent such sales are sales to cover tax withholding obligations in connection with and upon the vesting of Company RSUs, and any shares of Common Stock sold in accordance with the foregoing shall not be deemed to be Covered Shares.

No Disposition or Adverse Act. Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, prior to obtaining the Expiration DateRequired Company Stockholder Vote, Stockholder shall not (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares or any interest therein without the prior written consent of Parent, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares (other than a proxy card or broker instructions directing that the Covered Shares be voted in accordance with Section 2), (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or (v) knowingly take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding ; provided that, notwithstanding the foregoing, a Stockholder may Transfer of Covered Shares (i) to effect a “cashless exercise” to pay the exercise price of Company Options or to satisfy such Stockholder’s Tax withholding obligations in connection with such exercise, as permitted pursuant to the terms of any of the Company Equity Awards, (ii) to effect a “net settlement” of Company RSUs to satisfy such Stockholder’s Tax withholding obligations upon the settlement of a Company RSU, as permitted pursuant to the terms of any of the Company Equity Awards, (iii), in the case of a Stockholder that is not an individual, to an Affiliate of such Stockholder and (iv), in the case of a Stockholder that is an individual, (A) to any member of such Stockholder’s immediate family, (B) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family (i.e., spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild), (C) upon the death of such Sxxxxxxxxxx, and (D) by will, divorce decree, intestacy or other similar law; provided that any such Transfer referenced in clauses (iii) - (iv) shall be permitted only if the applicable transferee if, prior to or concurrent with and as a condition to such Transfer, such Affiliate agrees in a signed writing reasonably acceptable to Parent to be bound by and comply with all the terms provisions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 3(a) shall be null and void ab initio.

No Disposition or Adverse Act. Stockholder Each Shareholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, prior to the Expiration Date, Stockholder such Shareholder shall not (i) offer to Transfer, Transfer or enter into any agreement for or consent to any Transfer of any or all of the such Shareholder’s Covered Shares or any interest therein without the providing five (5) Business Days’ prior written consent notice of Parentsuch proposed Transfer to the Parent (and, prior to the Effective Time, the Company) specifying that such Transfer complies with this Agreement and all applicable securities laws, (ii) enter into any contractexcept for the proxies granted pursuant to the Parent Voting Agreements, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the such Shareholder’s Covered Shares (other than a proxy card or broker instructions directing that the Covered Shares be voted in accordance with Section 2)Shares, (iviii) deposit any or all of the such Shareholder’s Covered Shares into a voting trust or or, except for a Parent Voting Agreement, enter into a voting agreement or arrangement with respect to any or all of the such Shareholder’s Covered Shares or (viv) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or in any way restrict, limit or interfere with the performance of Stockholdersuch Shareholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding the foregoing, a Stockholder may Transfer Covered Shares (i) to effect a “cashless exercise” to pay the exercise price of Company Options or to satisfy such Stockholder’s Tax withholding obligations in connection with such exercise, as permitted pursuant to the terms of any of the Company Equity Awards, (ii) to effect a “net settlement” of Company RSUs to satisfy such Stockholder’s Tax withholding obligations upon the settlement of a Company RSU, as permitted pursuant to the terms of any of the Company Equity Awards, (iii), in the case of a Stockholder that is not an individual, to an Affiliate of such Stockholder and (iv), in the case of a Stockholder that is an individual, (A) to any member of such Stockholder’s immediate family, (B) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family (i.e., spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild), (C) upon the death of such Sxxxxxxxxxx, and (D) by will, divorce decree, intestacy or other similar law; provided that any such Transfer referenced in clauses (iii) - (iv) shall be permitted only if the applicable transferee agrees in writing to be bound by the terms of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Shareholder’s Covered Shares or any interest therein in violation of this Section 3(a3(e) shall be null and void ab initiovoid. Nothing in this Section 3(e) shall prohibit a Transfer of a Shareholder’s Covered Shares by such Shareholder: (i) if such Shareholder is an individual: (A) to any member of such Shareholder’s immediate family or to a trust for the benefit of such Shareholder or any member of any such Shareholder’s immediate family, but solely for estate planning purposes; or (B) upon the death of such Shareholder; or (ii) if such Shareholder is a partnership or limited liability company, to one or more partners or members of such Shareholder or to an affiliated corporation under common control with such Shareholder; provided, however, that any Transfer referred to in this Section 3(e) shall be permitted only if the transferee agrees in writing, reasonably satisfactory in form and substance to the Parent (and, prior to the Effective Time, the Company), to be bound by the terms of this Agreement. Notwithstanding the foregoing limitations, after receipt of the Parent Shareholder Approval, any Shareholder will be permitted, subject to compliance with any other contract or agreement executed by such Shareholder in connection with the Merger Agreement, including the NOL Preservation Agreement and that certain Voting and Support Agreement, dated as of even date with, by and among Parent, the Parent Shareholders and the Company, at any time and from time to time to Transfer Shareholder’s Covered Shares pursuant to a bona fide sale into the public market in compliance with applicable securities laws.

No Disposition or Adverse Act. Stockholder hereby covenants and agrees that, during the term of this Agreement, except as contemplated by this Agreement and Agreement, the Merger Agreement, prior to Agreement or the Expiration DateOffer Documents, Stockholder shall not (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares or other Equity Interests of the Company or any interest therein without the prior written consent of ParentParent (other than Transfers by operation of law (including by will or the laws of descent and distribution), in which case this Agreement shall bind the transferee), (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or other Equity Interests of the Company or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares (other than a proxy card (x) as required to effect Stockholder’s voting obligations in Section 3 hereof or broker instructions directing that (y) to vote at the Covered Shares be voted annual meeting of stockholders of the Company in accordance with Section 2)respect of the election of directors, the ratification of the Company’s independent registered public accountant, executive compensation and such other business as may properly come before the meeting or any adjournment or postponement thereof, or (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or (v) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or in any way restrict, limit or interfere with the performance of than as required to effect Stockholder’s voting obligations hereunder or the transactions contemplated hereby or by the Merger Agreementin Section 3 hereof. Notwithstanding the foregoing, a Stockholder may Transfer any Covered Shares or other Equity Interests of the Company or any interest therein (ia) by gift without consideration of any kind to effect a “cashless exercise” to pay the exercise price of Company Options or to satisfy such Stockholder’s Tax withholding obligations in connection with such exercisespouse or lineal descendant, as permitted pursuant to the terms of any of the Company Equity Awardssibling or parent, (ii) to effect a “net settlement” of Company RSUs to satisfy such Stockholder’s Tax withholding obligations upon the settlement of a Company RSU, as permitted pursuant to the terms of any of the Company Equity Awards, (iii), in the case of a Stockholder that is not an individual, to an Affiliate of such Stockholder and (iv), in the case of a Stockholder that is an individual, (A) to any member of such Stockholder’s immediate family, (Bb) to a trust that is for the sole exclusive benefit of such Stockholder or any member of such Stockholder’s immediate family person listed in the foregoing clause (i.e., spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchilda), or (Cc) upon to any institution qualified as tax exempt under Section 501(c)(3) of the death of such SxxxxxxxxxxInternal Revenue Code, in each case, so long as the transferee shall execute a joinder to this Agreement, in a form reasonably satisfactory to Parent and (D) by will, divorce decree, intestacy or other similar law; provided that any such Transfer referenced in clauses (iii) - (iv) shall be permitted only if the applicable transferee agrees in writing to be bound by the terms of this Agreement (a “Permitted Transfer”)Purchaser. Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 3(a4(a) shall be null and void ab initiovoid.

No Disposition or Adverse Act. Stockholder Shareholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, prior to the Expiration Date, Stockholder Shareholder shall not (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares or any interest therein without the prior written consent of ParentDK, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares (other than a proxy card or broker instructions directing that the Covered Shares be voted in accordance with Section 2)Shares, (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or (v) take any other action that would make any representation or warranty of Stockholder Shareholder contained herein untrue or incorrect or in any way restrict, limit or interfere with the performance of StockholderShareholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding the foregoing, a Stockholder may Transfer Covered Shares (i) to effect a “cashless exercise” to pay the exercise price of Company Options or to satisfy such Stockholder’s Tax withholding obligations in connection with such exercise, as permitted pursuant to the terms of any of the Company Equity Awards, (ii) to effect a “net settlement” of Company RSUs to satisfy such Stockholder’s Tax withholding obligations upon the settlement of a Company RSU, as permitted pursuant to the terms of any of the Company Equity Awards, (iii), in the case of a Stockholder that is not an individual, to an Affiliate of such Stockholder and (iv), in the case of a Stockholder that is an individual, (A) to any member of such Stockholder’s immediate family, (B) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family (i.e., spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild), (C) upon the death of such Sxxxxxxxxxx, and (D) by will, divorce decree, intestacy or other similar law; provided that any such Transfer referenced in clauses (iii) - (iv) shall be permitted only if the applicable transferee agrees in writing to be bound by the terms of this Agreement (a “Permitted Transfer”). Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 3(a) shall be null and void ab initiovoid. Notwithstanding the foregoing, the Transfer of any Covered Shares from the Shareholder to any existing holder of an Equity Interest in the Shareholder as of the date hereof will be a permitted if at least one business days’ advance notice is given to DK (which notice shall include information about the Transfer and transferee as may be required to amend any Schedule 13D/G filings with the SEC) and either (a) as a condition precedent to that Transfer, that holder enters into a joinder in form and substance reasonably satisfactory to DK agreeing to be subject to and bound by all of the terms of this Agreement or (b) those Transfers occur in connection with a legal obligation of the Shareholder to that holder to distribute Covered Shares upon the full and complete redemption of that holder’s Equity Interest in the Shareholder and the Shareholder does not Transfer more than __________ Shares in connection with all such Transfers under this clause (b).

No Disposition or Adverse Act. The Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, prior to the Expiration Date, such Stockholder shall not not, throughout the Term: (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the its Covered Shares or any interest therein without the prior written consent of Parent, except to an Affiliate or Affiliates of such Stockholder that agrees or agree to be bound by the terms and conditions of this Agreement, (ii) tender any or all of the Covered Shares into any exchange or tender offer commenced by a Person other than Parent, Merger Sub or any Affiliate of Parent or Merger Sub, (iii) enter into any contract, option or other agreement agreement, arrangement or understanding (including any profit sharing arrangement) with respect to any Transfer of any or all Covered Shares or any interest therein, (iiiiv) grant or permit to be granted any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares (other than a proxy card or broker instructions directing that the Covered Shares be voted in accordance with Section 2)Shares, (ivv) deposit or permit to be deposited any or all of the Covered Shares into a voting trust or trust, (vi) enter into a voting agreement or arrangement with respect to any or all of the its Covered Shares Shares, or (vvii) take or permit to be taken any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding the foregoing, a Stockholder may Transfer Covered Shares (i) to effect a “cashless exercise” to pay the exercise price of Company Options or to satisfy such Stockholder’s Tax withholding obligations in connection with such exercise, as permitted pursuant to the terms of any of the Company Equity Awards, (ii) to effect a “net settlement” of Company RSUs to satisfy such Stockholder’s Tax withholding obligations upon the settlement of a Company RSU, as permitted pursuant to the terms of any of the Company Equity Awards, (iii), in the case of a Stockholder that is not an individual, to an Affiliate of such Stockholder and (iv), in the case of a Stockholder that is an individual, (A) to any member of such Stockholder’s immediate family, (B) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family (i.e., spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild), (C) upon the death of such Sxxxxxxxxxx, and (D) by will, divorce decree, intestacy or other similar law; provided that any such Transfer referenced in clauses (iii) - (iv) shall be permitted only if the applicable transferee agrees in writing to be bound by the terms of this Agreement (a “Permitted Transfer”). Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 3(a) shall be null and void ab initiovoid.

No Disposition or Adverse Act. Stockholder Each Shareholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, prior to the Expiration Date, Stockholder such Shareholder shall not (i) during the Restricted Period, offer to Transfer, Transfer or consent to any Transfer of any or all of the such Shareholder’s Covered Shares or any interest therein without the prior written consent of Parentthe Company, (ii) during the Restricted Period, enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of such Shareholder’s Covered Shares or any interest therein, (iii) offer to Transfer, Transfer or consent to any Transfer of, or enter into any contract, option or other agreement or understanding with respect to any Transfer of, any or all of such Shareholder’s Covered Shares or any interest therein, where such Transfers, upon consummation, could, singly or in the aggregate, reasonably be expected to result in a Pro Forma Ownership Change that would limit Parent’s ability to utilize its Tax Benefits to reduce its potential future U.S. federal income tax liabilities, (iv) except for the proxies granted pursuant to the Parent Voting Agreements, grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the such Shareholder’s Covered Shares (other than a proxy card or broker instructions directing that the Covered Shares be voted in accordance with Section 2)Shares, (ivv) deposit any or all of the such Shareholder’s Covered Shares into a voting trust or or, except for a Parent Voting Agreement, enter into a voting agreement or arrangement with respect to any or all of the such Shareholder’s Covered Shares or (vvi) take any other action that would make any representation or warranty of Stockholder such Shareholder contained herein untrue or incorrect or in any way restrict, limit or interfere with the performance of Stockholdersuch Shareholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding the foregoing, a Stockholder may Transfer Covered Shares (i) to effect a “cashless exercise” to pay the exercise price of Company Options or to satisfy such Stockholder’s Tax withholding obligations in connection with such exercise, as permitted pursuant to the terms of any of the Company Equity Awards, (ii) to effect a “net settlement” of Company RSUs to satisfy such Stockholder’s Tax withholding obligations upon the settlement of a Company RSU, as permitted pursuant to the terms of any of the Company Equity Awards, (iii), in the case of a Stockholder that is not an individual, to an Affiliate of such Stockholder and (iv), in the case of a Stockholder that is an individual, (A) to any member of such Stockholder’s immediate family, (B) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family (i.e., spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild), (C) upon the death of such Sxxxxxxxxxx, and (D) by will, divorce decree, intestacy or other similar law; provided that any such Transfer referenced in clauses (iii) - (iv) shall be permitted only if the applicable transferee agrees in writing to be bound by the terms of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Shareholder’s Covered Shares or any interest therein in violation of this Section 3(a) shall be null and void ab initiovoid.

No Disposition or Adverse Act. Stockholder Shareholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, prior to the Expiration DateShareholder shall not, Stockholder and shall cause its controlled Affiliates not to, (i) Transfer, offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares Shares, other Equity Interests beneficially owned by Shareholder or one of its controlled Affiliates, or any interest therein in such Covered Shares or other Equity Interests, without the prior written consent of Parentthe Company (other than Permitted Transfers, in which case, where so required in accordance with the terms of this Agreement, such transferee shall deliver to the Company a Transfer Agreement), (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer (other than Permitted Transfers, in which case, where so required in accordance with the terms of this Agreement, such transferee shall deliver to the Company a Transfer Agreement) of any or all Covered Shares Shares, other Equity Interests beneficially owned by Shareholder or one of its controlled Affiliates, or any interest thereinin such Covered Shares or other Equity Interests, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares (or other than a proxy card Equity Interests beneficially owned by Shareholder or broker instructions directing that the Covered Shares be voted one of its controlled Affiliates inconsistent with Shareholder’s voting or consent obligations in accordance with Section 2), (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or other Equity Interests inconsistent with Shareholder’s voting or consent obligations in Section 2 or (v) dispose of shares or any other equity interests in, or take any other action with respect to, any of Shareholder’s controlled Affiliates that would make any representation holds one or warranty of Stockholder contained herein untrue or incorrect or in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding the foregoing, a Stockholder may Transfer more Covered Shares (i) to effect a “cashless exercise” to pay the exercise price of Company Options or to satisfy such Stockholder’s Tax withholding obligations in connection with such exercise, as permitted pursuant to the terms of any of the Company Equity Awards, (ii) to effect a “net settlement” of Company RSUs to satisfy such Stockholder’s Tax withholding obligations upon the settlement of a Company RSU, as permitted pursuant to the terms of any of the Company Equity Awards, (iii), in the case of a Stockholder that is not an individual, to an Affiliate of such Stockholder and (iv), in the case of a Stockholder that is an individual, (A) to any member of such Stockholder’s immediate family, (B) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family (i.e., spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild), (C) upon the death of such Sxxxxxxxxxx, and (D) by will, divorce decree, intestacy or other similar law; provided that any such Transfer referenced in clauses (iii) - (iv) shall controlled Affiliate would no longer be permitted only if the applicable transferee agrees in writing to be bound by the terms a controlled Affiliate of this Agreement (a “Permitted Transfer”)Shareholder. Any attempted Transfer of Covered Shares Shares, other Equity Interests or any interest therein in violation of this Section 3(a) 3 shall be null and void ab initiovoid.

No Disposition or Adverse Act. Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and or the Merger Agreement, Agreement or with the prior to the Expiration Datewritten consent of Parent, Stockholder shall not not: (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares or any interest therein without (other than Transfers by operation of law, in which case this Agreement shall bind the prior written consent of Parenttransferee), (ii) enter into any contract, option or other agreement or understanding Contract with respect to any Transfer of any or all Covered Shares or any interest therein, (iii) grant any proxy, consent, power-of-attorney attorney, right of first offer or refusal or other authorization or consent in or with respect to any or all of the Covered Shares (other than a proxy card or broker instructions directing that the Covered Shares be voted as required to effect Stockholder’s voting obligations in accordance with Section 2), (iv) deposit or permit the deposit of any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or other than as required to effect Stockholder’s voting obligations in Section 2, (v) create or permit to exist any Lien (other than restrictions on Transfer or voting as created by this Agreement or under applicable securities Laws) on any of the Covered Shares or (vi) take or permit any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder in any material respect or the transactions contemplated hereby otherwise make any representation or by the Merger Agreementwarranty of Stockholder herein untrue or incorrect in any material respect. Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 3(a) shall be null and void. No Stockholder shall or shall permit any Person under such Stockholder’s control to, and shall direct its and their respective Representatives not to, seek or solicit any such Transfer, Contract or Lien. Notwithstanding the foregoing, a any Stockholder who is an individual may Transfer Covered Shares (i) to effect a “cashless exercise” to pay the exercise price of Company Options or to satisfy such Stockholder’s Tax withholding obligations in connection with such exercise, as permitted pursuant to the terms of any of the Company Equity Awards, (ii) to effect a “net settlement” of Company RSUs to satisfy such Stockholder’s Tax withholding obligations upon the settlement of a Company RSU, as permitted pursuant to the terms of any of the Company Equity Awards, (iii), in the case of a Stockholder that is not an individual, to an Affiliate of such Stockholder and (iv), in the case of a Stockholder that is an individual, (A) to any member of such Stockholder’s immediate family, (B) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family (i.e., spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild), (B) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, or (C) upon to effect a cashless exercise for the death sole purpose of paying the exercise price of Company Stock Options or Company Warrants or to cover Tax withholding obligations in connection with any such Sxxxxxxxxxx, exercise or the vesting and (D) settlement of Company RSUs to the extent permitted by will, divorce decree, intestacy the instruments representing such Company Stock Options or other similar lawCompany RSUs; provided that any such Transfer referenced in clauses (iiiA) - or (ivB) shall be permitted only if the applicable transferee agrees executes a joinder to this Agreement, in writing a form reasonably acceptable to Parent and Merger Sub, and delivers such executed joinder to Parent and Xxxxxx Sub as soon as practicable after such Transfer, pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement (a “Permitted Transfer”)Agreement. Any attempted Further, notwithstanding the foregoing, any Stockholder that is an entity may Transfer of Covered Shares to a controlled Affiliate or any interest therein general or limited partnership, limited liability company or other entity that is an Affiliate (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership) of the Stockholder; provided that such Transfer shall be permitted only if the applicable transferee executes a joinder to this Agreement, in violation a form reasonably acceptable to Parent and Merger Sub, and delivers such executed joinder to Parent and Merger Sub as soon as practicable after such Transfer, pursuant to which such transferee shall be bound by all of the terms and provisions of this Section 3(a) shall be null and void ab initioAgreement.

No Disposition or Adverse Act. Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and Agreement, the Merger Agreement, prior to Agreement or the Expiration DateOffer Documents, Stockholder shall not (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares or any interest therein without the prior written consent of ParentParent (other than Transfers by operation of law, in which case this Agreement shall bind the transferee), (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares (other than a proxy card as required to effect Stockholder’s voting obligations in Section 3 or broker instructions directing that the Covered Shares be voted in accordance with Section 2), (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or (v) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or in any way restrict, limit or interfere with the performance of than as required to effect Stockholder’s voting obligations hereunder in Section 3. Any attempted Transfer of Covered Shares or the transactions contemplated hereby or by the Merger Agreementany interest therein in violation of this Section 4(a) shall be null and void. Notwithstanding the foregoing, a Stockholder may Transfer Covered Shares (iA) under a trading plan pursuant to Rule 10b5-1 under the Exchange Act in existence on the date of this Agreement, (B) to effect a “cashless exercise” to pay exercise for the sole purpose of paying the exercise price of Company Stock Options or to satisfy such Stockholder’s cover Tax withholding obligations in connection with such exercise, as permitted pursuant exercise to the terms of any of extent permitted by (x) the instruments representing such Company Equity AwardsStock Options or (y) the Merger Agreement, (iiC) to effect a “net settlement” sale of shares of Company RSUs Common Stock following an exercise of Company Stock Options that would have otherwise expired prior to satisfy such Stockholder’s the Effective Time to cover Tax withholding obligations upon the settlement of in connection with such exercise and (D) if a Company RSU, as permitted pursuant to the terms of any of the Company Equity Awardsnatural person, (iii), in the case of a Stockholder that is not an individual, to an Affiliate of such Stockholder and (iv), in the case of a Stockholder that is an individual, (Av) to any member of such Stockholder’s immediate family, (Bw) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family (i.e.family, spouse, lineal descendant the sole trustees of which are such Stockholder or antecedent, brother or sister, adopted child or grandchild or the spouse any member of any child, adopted child, grandchild or adopted grandchild)such Stockholder’s immediate family, (Cx) by will or under the laws of intestacy upon the death of such SxxxxxxxxxxStockholder, and (Dy) by willto a charitable organization, divorce decree, intestacy or (z) to any other similar lawStockholder as a gift or otherwise; provided that any such Transfer referenced transfer referred to in clauses (iiiD)(v) - through (ivz) shall be permitted only if the applicable transferee agrees shall have executed and delivered to Parent and Merger Sub, a joinder to this Agreement, in writing a form reasonably acceptable to Parent and Merger Sub and delivering such executed joinder to Parent and Merger Sub as soon as practicable after such transfer, pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 3(a) shall be null and void ab initioAgreement.

No Disposition or Adverse Act. Each Principal Stockholder hereby covenants and agrees that, from the date hereof until the earlier of the (i) the Expiration Date or (y) the date on which the Stockholder Approval is obtained, except as contemplated by this Agreement and the Merger Agreement, prior to the Expiration Date, such Principal Stockholder shall not and shall cause its Representatives not to (without the prior written consent of BCHI, in its sole discretion), (i) offer to TransferTransfer any or all of the Covered Shares owned by such Principal Stockholder or any interest therein or enter into any Contract, Transfer or consent including any option, with respect to any Transfer of any or all of the Covered Shares or any interest therein without the prior written consent of Parent, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares owned by such Principal Stockholder or any interest therein; other than (A)(1) any Transfer made for estate planning purposes or to a charitable institution for philanthropic purposes, or (2) any Transfer to an Affiliate of such Principal Stockholder, but only if, in each case, prior to the effectiveness of such Transfer, the transferee agrees in writing to be bound by the applicable terms of this Agreement and written notice of such Transfer is delivered to BCHI pursuant to Section 8(e) hereof, (B) a Transfer pursuant to any trust or will of such Principal Stockholder or by the laws of intestate succession, or (C) a Transfer solely in connection with the payment of the exercise price or the satisfaction of any tax withholding obligations arising from the exercise of any rights, stock options or warrants or the conversion of any convertible securities, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares (other than a proxy card or broker instructions directing owned by such Principal Stockholder that the Covered Shares be voted in accordance is inconsistent with Section 2)this Agreement, (iv) deposit any or all of the Covered Shares owned by such Principal Stockholder into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares owned by such Principal Stockholder or (v) agree to take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding the foregoing, a Stockholder may Transfer Covered Shares (i) to effect a “cashless exercise” to pay the exercise price of Company Options or to satisfy such Stockholder’s Tax withholding obligations in connection with such exercise, as permitted pursuant to the terms of any of the Company Equity Awards, (ii) to effect a “net settlement” of Company RSUs to satisfy such Stockholder’s Tax withholding obligations upon actions prohibited by the settlement of a Company RSU, as permitted pursuant to the terms of any of the Company Equity Awards, (iii), in the case of a Stockholder that is not an individual, to an Affiliate of such Stockholder and (iv), in the case of a Stockholder that is an individual, (A) to any member of such Stockholder’s immediate family, (B) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family (i.e., spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild), (C) upon the death of such Sxxxxxxxxxx, and (D) by will, divorce decree, intestacy or other similar law; provided that any such Transfer referenced in foregoing clauses (iii) - (iv) shall be permitted only if the applicable transferee agrees in writing to be bound by the terms of this Agreement (a “Permitted Transfer”i)-(iv). Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 3(a2(a) shall be null and void ab initiovoid.