Common use of No Inconsistent Arrangements Clause in Contracts

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, the Shareholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the Shareholder, would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder from performing the Shareholder’s obligations hereunder. Notwithstanding the foregoing, (i) the Shareholder may (A) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder or the immediate family of the Shareholder, (B) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Shareholder, (C) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Shareholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Shareholder, (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (F) if the Shareholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder or the estate of any such beneficiary; provided that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such Transfer, and (ii) the Shareholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided expressly permitted or required hereunder or under the Merger AgreementAgreement or to the extent applicable, except as expressly permitted or required under the Escrow Agreement and the Letter Agreement , such Shareholder shall not, directly or indirectly, without Parent’s prior written consent, (a) create any Encumbrance Lien other than restrictions imposed by applicable Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the of such Shareholder’s Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the such Shareholder’s Subject Shares, (d) deposit or permit the deposit of the such Shareholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the such Shareholder’s Subject Shares, Shares or (e) take any action that, to the knowledge of the Shareholder, that would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder from performing the such Shareholder’s obligations hereunder. Notwithstanding the foregoing, (i) the Shareholder may (A) make transfers or dispositions Transfers of the such Shareholder’s Subject Shares to any trust for the direct or indirect benefit of the Shareholder or the immediate family of the Shareholder, (Bx) make transfers or dispositions of the Subject Shares by will, other testamentary document operation of law, or intestate succession to the legal representative, heir, beneficiary for estate planning or a member of the immediate family of the Shareholdercharitable purposes, (Cy) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the such Shareholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the such Shareholder, or (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (Fz) if the such Shareholder is a trust, make transfers or dispositions to any beneficiary of the such Shareholder or the estate of any such beneficiary; provided that, that in each such case, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the such Shareholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such Transfer, and (ii) the Shareholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, prior to the Shareholder Effective Time, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, ; (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, ; (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, ; (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, ; or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers Transfer Subject Shares as a bona fide charitable contribution, gift or dispositions of donation; (B) Transfer the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the Shareholder, Stockholder; (BC) make transfers or dispositions of Transfer the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Shareholder, Stockholder; (CD) make transfers of Transfer the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Shareholder, Stockholder; (DE) make transfers Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (EF) make transfers or dispositions Transfers not involving a change in beneficial ownership, and ; (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions Transfer the Subject Shares to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; (H) exercise an option or warrant to purchase Parent Shares or settle a restricted stock unit or other equity award (including a net or cashless exercise of such option or warrant); (I) Transfer Parent Shares to Parent to cover tax withholding obligations of the Stockholder in connection with the vesting, settlement or exercise of any options, warrants, restricted stock units or other equity awards, as applicable, provided that the underlying Parent Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement; (J) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the Transfer of Parent Shares; and (K) Transfer Parent Shares to Parent pursuant to arrangements under which Parent has the option to repurchase such Parent Shares; provided that, in each casewith respect to clauses (A) through (G) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such Transfer; provided, further that no filing under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such Transfer (other than filings made in respect of involuntary Transfers); provided that reasonable notice shall be provided to Parent prior to any such filing and (ii) that that the Shareholder may take all actions reasonably necessary underlying Parent Shares shall continue to consummate be subject to the Contemplated Transactionsrestrictions on Transfer set forth in this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, prior to the Shareholder Effective Time, Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law or the Investor Agreements or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, except as contemplated by the Merger Agreement, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (B) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (C) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (F) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary, (G) exercise an option or warrant (including a net or cashless exercise of such option or warrant) to purchase Company Shares, (H) Transfer Company Shares to the Company to cover tax withholding obligations of Stockholder in connection with any option exercise or the vesting of any restricted stock or restricted stock unit award, provided that the underlying Company Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement, and (I) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Company Shares; provided that, in each casewith respect to clauses (A) through (F) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Parent with a copy of such agreement promptly upon consummation of any such Transfer, provided, further that no filing under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with the establishment of such a plan, provided that reasonable notice shall be provided to Parent prior to any such filing and (ii) that that the Shareholder may take all actions reasonably necessary underlying Company Shares shall continue to consummate be subject to the Contemplated Transactionsrestrictions on transfer set forth in this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided expressly permitted or required hereunder or under the Merger Agreement, the Shareholder shall notStockholder agrees not to, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take any action that, to the knowledge of the Shareholder, that would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Notwithstanding the foregoing, (ix) the Shareholder Stockholder may (A) make transfers or dispositions Transfers of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder or the immediate family of the Shareholder, (Bi) make transfers or dispositions of the Subject Shares by will, other testamentary document operation of law, or intestate succession to the legal representative, heir, beneficiary for estate planning or a member of the immediate family of the Shareholdercharitable purposes, (Cii) make transfers of the Subject Shares to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under common control with the Shareholder, Stockholder or (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (Fiii) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided that, that in each such case, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such Transfer, (y) with respect to the Stockholder’s Meerkat Options which expire on or prior to the termination of this Agreement, the Stockholder may make Transfers of the Subject Shares (i) to Meerkat as payment for the exercise price of the Stockholder’s Meerkat Options and (ii) as payment for taxes applicable to the Shareholder exercise of the Stockholder’s Meerkat Options and (z) the Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this transactions contemplated by the Merger Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided expressly permitted or required hereunder or under the Merger Agreement, the Shareholder Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take any action that, to the knowledge of the Shareholder, that would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Notwithstanding the foregoing, (i1) the Shareholder Stockholder may (A) make transfers or dispositions Transfers of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder or the immediate family of the Shareholder, (Bx) make transfers or dispositions of the Subject Shares by will, other testamentary document operation of law, or intestate succession to the legal representative, heir, beneficiary for estate planning or a member of the immediate family of the Shareholdercharitable purposes, (Cy) make transfers of the Subject Shares to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under common control with the ShareholderStockholder, or (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (Fz) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided that, that in each such case, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such Transfer, Transfer and (ii2) the Shareholder Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this transactions contemplated by the Merger Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, the Shareholder Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law Legal Requirements or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the Shareholder’s its obligations hereunder. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (BC) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (CD) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (DE) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (EF) make transfers or dispositions not involving a change in beneficial ownership, and (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided , provided, that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Innovate with a copy of such agreement promptly upon consummation of any such Transfer, and (ii) the Shareholder Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided expressly permitted or required hereunder or under the Merger Business Combination Agreement, the Shareholder shall notStockholder agrees not to, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any Subject SharesSecurities, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares Securities or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject SharesSecurities, (d) deposit or permit the deposit of the Subject Shares Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, Securities or (e) take any action that, to the knowledge of the Shareholder, that would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Notwithstanding the foregoing, (ix) the Shareholder Stockholder may (A) make transfers or dispositions Transfers of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder or the immediate family of the Shareholder, Securities (Bi) make transfers or dispositions of the Subject Shares by will, other testamentary document operation of law, or intestate succession to the legal representative, heir, beneficiary for estate planning or a member of the immediate family of the Shareholdercharitable purposes, (Cii) make transfers of the Subject Shares to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under common control with the ShareholderStockholder, or (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (Fiii) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided that, that in each such case, the Subject Securities shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company KBL with a copy of such agreement promptly upon consummation of any such Transfer, Transfer and (iiy) the Shareholder Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this transactions contemplated by the Business Combination Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, the Shareholder Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law Legal Requirements or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the Shareholder’s its obligations hereunder. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (BC) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (CD) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (DE) make transfers of the Subject Shares that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (EF) make transfers or dispositions of the Subject Shares not involving a change in beneficial ownership, and (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions of the Subject Shares to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; , provided that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Opexa with a copy of such agreement promptly upon consummation of any such Transfer, Transfer and (ii) the Shareholder Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousinincluding effecting the Preferred Stock Conversion.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger contemplated by this Agreement, during the Shareholder shall notTerm, the Stockholder will not (a) directly or indirectly, (a) create sell, transfer, assign, pledge, hypothecate, tender, encumber or otherwise dispose of in any Encumbrance other than restrictions imposed by Law manner any of the Shares, or pursuant consent or agree to this Agreement on do any Subject Sharesof the foregoing, (b) transferdirectly or indirectly, sell, assign, gift or otherwise dispose limit its right to vote in any manner any of the Shares (collectively, “Transfer”other than as set forth in this Agreement), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, (c) grant or permit including without limitation by the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit by depositing the deposit of the Subject Shares into a voting trust trust, or enter by entering into a voting agreement or arrangement with respect to the Subject Sharesagreement, or consent or agree to do any of the foregoing or (ec) take any action that, to the knowledge of the Shareholder, which would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing or disabling the Shareholder Stockholder from performing the Shareholder’s its obligations hereunderunder this Agreement. Notwithstanding the foregoing, the Stockholder may transfer any or all of the Shares as follows: (i) in the Shareholder may (A) make transfers or dispositions case of the Subject Shares a Stockholder that is an entity, to any trust for the direct subsidiary, partner or indirect benefit of the Shareholder or the immediate family of the Shareholder, (B) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Shareholder, (C) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Shareholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Shareholder, (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (F) if the Shareholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder or the estate of any such beneficiary; provided that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such TransferStockholder, and (ii) in the Shareholder case of a Stockholder that is an individual, to the Stockholder’s spouse, ancestors, descendants or any trust for any of their benefits or to a charitable trust; provided, however, that in any such case, prior to and as a condition to the effectiveness of such transfer, (x) each person or entity to which any of such Shares or any interest in any of such Shares is or may take be transferred has executed and delivered to the Company and the Call Investors a counterpart to this Agreement, which counterpart shall by such transferee’s execution thereof represent such transferee’s agreement to be bound by all actions reasonably necessary of the terms and provisions of this Agreement, and (y) this Agreement becomes the legal, valid and binding agreement of such person, enforceable against such person in accordance with its terms, subject to consummate the Contemplated Transactionsqualification, however, that enforcement of the rights and remedies created by this Agreement is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to or affecting creditors’ rights and to general equity principles. For purposes of this AgreementSection 1.2, the term “immediate familysell” or “transfer” or any derivatives thereof shall mean include, but not be limited to, (A) a sale, transfer or disposition of record or beneficial ownership, or both and (B) a short sale with respect to Common Stock or substantially identical property, entering into or acquiring an offsetting derivative contract with respect to Common Stock or substantially identical property, entering into or acquiring a futures or forward contract to deliver Common Stock or substantially identical property or entering into any relationship by blood, marriage or adoption, not more remote than first cousintransaction that has the same effect as any of the foregoing.

No Inconsistent Arrangements. Except as provided expressly permitted or required hereunder or under the Merger Agreement, the Shareholder each Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take any action that, to the knowledge of the Shareholder, that would make any representation or warranty of the Shareholder such Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder such Stockholder from performing the ShareholderStockholder’s obligations hereunder. Notwithstanding the foregoing, (ia) the Shareholder each Stockholder may (A) make transfers or dispositions Transfers of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder or the immediate family of the Shareholder, (Bx) make transfers or dispositions of the Subject Shares by will, other testamentary document operation of law, or intestate succession to the legal representative, heir, beneficiary for estate planning or a member of the immediate family of the Shareholdercharitable purposes, (Cy) make transfers of the Subject Shares to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Shareholdersuch Stockholder, as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under common control with the Shareholdersuch Stockholder, or (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (Fz) if the Shareholder such Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder such Stockholder or the estate of any such beneficiary; provided that, that in each such case, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder such Stockholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such Transfer, Transfer and (iib) the Shareholder such Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this transactions contemplated by the Merger Agreement, “immediate family” shall mean any relationship by bloodincluding, marriage or adoptionwithout limitation, not more remote than first cousinconverting all shares of Preferred Stock into shares of Common Stock.

No Inconsistent Arrangements. Except as expressly provided or required hereunder or under the Merger Agreement, the Shareholder shall notStockholder agrees not to, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take any action that, to the knowledge of the Shareholder, that would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Notwithstanding any of the foregoing, (ix) the Shareholder Stockholder may (A) make transfers or dispositions Transfers of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder or the immediate family of the Shareholder, (Bi) make transfers or dispositions of the Subject Shares by will, other testamentary document operation of law, or intestate succession to the legal representative, heir, beneficiary for estate planning or a member of the immediate family of the Shareholdercharitable purposes, (Cii) make transfers of the Subject Shares to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under direct or indirect common control with the ShareholderStockholder, or (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (Fiii) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided that, that in each such case, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Orion with a copy of such agreement promptly upon consummation of any such Transfer, (y) with respect to the Stockholder’s Company Options which expire on or prior to the termination of this Agreement, the Stockholder may make Transfers of the Subject Shares (i) to the Company as payment for the exercise price of the Stockholder’s Company Options and (ii) as payment for taxes applicable to the Shareholder exercise of the Stockholder’s Company Options and (z) the Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this transactions contemplated by the Merger Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as expressly provided or required hereunder or under the Merger Agreement, the Shareholder shall notStockholder agrees not to, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take any action that, to the knowledge of the Shareholder, that would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Notwithstanding any of the foregoing, (ix) the Shareholder Stockholder may (A) make transfers or dispositions Transfers of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder or the immediate family of the Shareholder, (Bi) make transfers or dispositions of the Subject Shares by will, other testamentary document operation of law, or intestate succession to the legal representative, heir, beneficiary for estate planning or a member of the immediate family of the Shareholdercharitable purposes, (Cii) make transfers of the Subject Shares to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under direct or indirect common control with the Shareholder, Stockholder or (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (Fiii) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided that, that in each such case, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such Transfer, (y) with respect to the Stockholder’s Orion Options which expire on or prior to the termination of this Agreement, the Stockholder may make Transfers of the Subject Shares (i) to Orion as payment for the exercise price of the Stockholder’s Orion Options and (ii) as payment for taxes applicable to the Shareholder exercise of the Stockholder’s Orion Options and (z) the Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this transactions contemplated by the Merger Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided expressly permitted or required hereunder or under the Merger Agreement, the Shareholder shall notStockholder agrees not to, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take any action that, to the knowledge of the Shareholder, that would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Notwithstanding the foregoing, (iA) the Shareholder Stockholder may (A) make transfers or dispositions Transfers of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder or the immediate family of the Shareholder, (Bi) make transfers or dispositions of the Subject Shares by will, other testamentary document operation of law, or intestate succession to the legal representative, heir, beneficiary for estate planning or a member of the immediate family of the Shareholdercharitable purposes, (Cii) make transfers of the Subject Shares to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under common control with the Shareholder, Stockholder or (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (Fiii) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided that, that in each such case, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company WPCS with a copy of such agreement promptly upon consummation of any such Transfer, and (iiB) the Shareholder Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this transactions contemplated by the Merger Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, prior to the Shareholder Effective Time, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, ; (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, ; (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, ; (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, ; or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers Transfer Subject Shares as a bona fide charitable contribution, gift or dispositions of donation; (B) Transfer the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the Shareholder, Stockholder; (BC) make transfers or dispositions of Transfer the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (CD) make transfers of Transfer the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Shareholder, Stockholder; (DE) make transfers Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, ; (EF) make transfers or dispositions Transfers not involving a change in beneficial ownership, and ; (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions Transfer the Subject Shares to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; (H) exercise an option or warrant to purchase Company Shares or settle a restricted stock unit or other equity award (including a net or cashless exercise of such option or warrant); (I) Transfer Company Shares to Company to cover tax withholding obligations of the Stockholder in connection with the vesting, settlement or exercise of any options, warrants, restricted stock units or other equity awards, as applicable, provided that the underlying Company Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement; (J) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Company Shares; and (K) Transfer Company Shares to the Company pursuant to arrangements under which the Company has the option to repurchase such Company Shares; provided that, in each casewith respect to clauses (A) through (G) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Parent with a copy of such agreement promptly upon consummation of any such Transfer; provided, further that no filing under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such Transfer (other than filings made in respect of involuntary Transfers); provided that reasonable notice shall be provided to Parent prior to any such filing and (ii) that that the Shareholder may take all actions reasonably necessary underlying Company Shares shall continue to consummate be subject to the Contemplated Transactionsrestrictions on Transfer set forth in this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, prior to the Shareholder Effective Time, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, ; (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, ; (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, ; (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, ; or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, respect or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers Transfer Subject Shares as a bona fide charitable contribution, gift or dispositions of donation; (B) Transfer the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the Shareholder, Stockholder; (BC) make transfers or dispositions of Transfer the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Shareholder, Stockholder; (CD) make transfers of Transfer the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Shareholder, Stockholder; (DE) make transfers Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, ; (EF) make transfers or dispositions Transfers not involving a change in beneficial ownership, and ; (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions Transfer Subject Shares to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; (H) exercise an option or warrant to purchase Company Shares or settle a restricted stock unit or other equity award (including a net or cashless exercise of such option or warrant); (I) Transfer Company Shares to the Company to cover tax withholding obligations of the Stockholder in connection with the vesting, settlement or exercise of any options, warrants, restricted stock units or other equity awards, as applicable, provided that in each case, the underlying Company Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement; (J) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Company Shares; and (K) Transfer Company Shares to the Company pursuant to arrangements under which the Company has the option to repurchase such Company Shares; provided that, in each casewith respect to clauses (A) through (G) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Parent with a copy of such agreement promptly upon consummation of any such Transfer; provided, further that with respect to clauses (A) through (C) and (iiE) through (G) above, no filing under the Shareholder may take all actions reasonably necessary Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such Transfer (other than filings made in respect of involuntary Transfers); provided that reasonable notice shall be provided to consummate Parent prior to any such filing and that the Contemplated Transactionsunderlying Company Shares shall continue to be subject to the restrictions on Transfer set forth in this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, the Shareholder Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law Legal Requirements or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (BC) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (CD) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (DE) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (EF) make transfers or dispositions not involving a change in beneficial ownership, and (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Threshold with a copy of such agreement promptly upon consummation of any such Transfer, Transfer and (ii) the Shareholder Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions, including effecting the Preferred Stock Conversion. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger AgreementPlan of Merger, the Shareholder Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law Legal Requirements or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (BC) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (CD) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (DE) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (EF) make transfers or dispositions not involving a change in beneficial ownership, and (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Sellas with a copy of such agreement promptly upon consummation of any such Transfer, Transfer and (ii) the Shareholder Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, the Shareholder Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law Legal Requirements or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift assign or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (BC) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (CD) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (DE) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (EF) make transfers or dispositions not involving a change in beneficial ownership, and (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Arcturus with a copy of such agreement promptly upon consummation of any such Transfer, Transfer and (ii) the Shareholder Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions, including effecting the Preferred Stock Conversion, the Convertible Notes Conversion and the Warrant Conversion. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, prior to the Shareholder Effective Time, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, ; (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, ; (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, ; (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, ; or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers Transfer Subject Shares as a bona fide charitable contribution, gift or dispositions of donation; (B) Transfer the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the Shareholder, Stockholder; (BC) make transfers or dispositions of Transfer the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (CD) make transfers of Transfer the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Shareholder, Stockholder; (DE) make transfers Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, ; (EF) make transfers or dispositions Transfers not involving a change in beneficial ownership, and ; (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions Transfer the Subject Shares to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; (H) exercise an option or warrant to purchase Company Shares or settle a restricted stock unit or other equity award (including a net or cashless exercise of such option or warrant); (I) Transfer Company Shares to Company to cover tax withholding obligations of the Stockholder in connection with the vesting, settlement or exercise of any options, warrants, restricted stock units or other equity awards, as applicable, provided that the underlying Company Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement; and (J) Transfer Company Shares to the Company pursuant to arrangements under which the Company has the option to repurchase such Company Shares; provided that, in each casewith respect to clauses (A) through (G) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Parent with a copy of such agreement promptly upon consummation of any such Transfer; provided, further that no filing under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such Transfer (other than filings made in respect of involuntary Transfers); provided that reasonable notice shall be provided to Parent prior to any such filing and (ii) that that the Shareholder may take all actions reasonably necessary underlying Company Shares shall continue to consummate be subject to the Contemplated Transactionsrestrictions on Transfer set forth in this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger AgreementPlan of Merger, the Shareholder Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law Legal Requirements or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any member of the immediate family of the Stockholders or to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (BC) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (CD) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (DE) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (EF) make transfers or dispositions not involving a change in beneficial ownership, and (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Versartis with a copy of such agreement promptly upon consummation of any such Transfer, Transfer and (ii) the Shareholder Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger AgreementPlan of Merger, the Shareholder Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law Legal Requirements or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (BC) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (CD) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (DE) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (EF) make transfers or dispositions not involving a change in beneficial ownership, and (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Galena with a copy of such agreement promptly upon consummation of any such Transfer, Transfer and (ii) the Shareholder Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, prior to the Shareholder Effective Time, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, ; (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, ; (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, ; (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, ; or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, respect or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers Transfer Subject Shares as a bona fide charitable contribution, gift or dispositions of donation; (B) Transfer the Subject Shares to any natural person who is an immediate family member of the Stockholder, or to any trust for the direct or indirect benefit of the Shareholder Stockholder or the an immediate family of the Shareholder, Stockholder; (BC) make transfers or dispositions of Transfer the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Shareholder, Stockholder; (CD) make transfers of Transfer the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such the stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder or, if the Stockholder is a natural person, is controlled by a member of the Stockholder’s immediate family; (DE) make transfers Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, ; (EF) make transfers or dispositions Transfers not involving a change in beneficial ownership, and ; (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions Transfer Subject Shares to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; (H) exercise an option or warrant to purchase Company Shares or settle a restricted stock unit or other equity award (including a net or cashless exercise of that option or warrant); (I) Transfer Company Shares to the Company to cover tax withholding obligations of the Stockholder in connection with the vesting, settlement or exercise of any options, warrants, restricted stock units or other equity awards, as applicable, provided that in each case, the underlying Company Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement; and (J) Transfer Company Shares to the Company pursuant to arrangements under which the Company has the option to repurchase those Company Shares; provided that, in each casewith respect to clauses (A) through (G) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Parent with a copy of such the agreement promptly upon consummation of any such Transfer; provided, further that with respect to clauses (A) through (C) and (iiE) through (G) above, no filing under the Shareholder may take all actions reasonably necessary Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with any such Transfer (other than filings made in respect of involuntary Transfers); provided that reasonable notice shall be provided to consummate Parent and Company prior to any such Transfer and prior to any such filing and that the Contemplated Transactionsunderlying Company Shares shall continue to be subject to the restrictions on Transfer set forth in this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, the Shareholder Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law Legal Requirements or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (BC) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (CD) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (DE) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (EF) make transfers or dispositions not involving a change in beneficial ownership, and (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Molecular with a copy of such agreement promptly upon consummation of any such Transfer, Transfer and (ii) the Shareholder Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions, including, without limitation, effecting the Reverse Split. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, the Shareholder Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law Legal Requirements or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the Shareholder’s its obligations hereunder. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (BC) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (CD) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (DE) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (EF) make transfers or dispositions not involving a change in beneficial ownership, and (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided , provided, that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Monster with a copy of such agreement promptly upon consummation of any such Transfer, and (ii) the Shareholder Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this Agreement, “immediate family” shall mean any relationship by bloodincluding, marriage or adoptionwithout limitation, not more remote than first cousineffecting the Reverse Split.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, the Shareholder Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law Legal Requirements or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the Shareholder’s its obligations hereunder. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (BC) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (CD) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (DE) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (EF) make transfers or dispositions not involving a change in beneficial ownership, and (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; , provided that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Signal with a copy of such agreement promptly upon consummation of any such Transfer, Transfer and (ii) the Shareholder Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousinincluding effecting the Preferred Stock Conversion.

No Inconsistent Arrangements. Except as expressly provided hereunder or required by this Agreement or under the Merger Agreement, from the Shareholder shall notdate hereof until the Expiration Time, the Stockholder agrees not to, directly or indirectly, (a) create sell, transfer, assign, pledge, hypothecate, tender, encumber or otherwise dispose of in any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on manner any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose consent or agree to do any of the foregoing (collectively, “Transfer”), or enter into (b) limit its right to vote in any contract with respect to manner any Transfer of, of the Subject Shares or any interest thereinShares, (c) grant or permit including, without limitation, by the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, or (dc) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take consent or agree to do any action that, to the knowledge of the Shareholder, would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder from performing the Shareholder’s obligations hereunderforegoing. Notwithstanding any of the foregoing, (ix) the Shareholder Stockholder may (A) make transfers or dispositions Transfers of the Subject Shares (i) by will, operation of law, or for estate planning or charitable purposes, (ii) to any trust for the stockholders, corporations, partnerships or other business entities that are direct or indirect benefit of the Shareholder or the immediate family of the Shareholder, (B) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Shareholder, (C) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act)Affiliates, current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholdersStockholders, affiliatesAffiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under direct or indirect common control with the Shareholder, Stockholder or (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (Fiii) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided that, that in each such case, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such Transfer, (y) with respect to the Stockholder’s Restoration Robotics Options which expire on or prior to the termination of this Agreement, the Stockholder may make Transfers of the Subject Shares (i) to Restoration Robotics as payment for the exercise price of the Stockholder’s Restoration Robotics Options and (ii) as payment for taxes applicable to the Shareholder exercise of the Stockholder’s Restoration Robotics Options and (z) the Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this transactions contemplated by the Merger Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, the Shareholder Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law applicable Laws or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the Shareholder’s its obligations hereunder. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (BC) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (CD) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (DE) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (EF) make transfers or dispositions not involving a change in beneficial ownership, and (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; , provided that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company NewLink with a copy of such agreement promptly upon consummation of any such Transfer, Transfer and (ii) the Shareholder Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this Agreement, “immediate family” shall mean any relationship by bloodincluding, marriage or adoptionwithout limitation, not more remote than first cousineffecting the Nasdaq Reverse Split.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, the Shareholder Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law Legal Requirements or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the Shareholder’s its obligations hereunder. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (BC) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (CD) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (DE) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (EF) make transfers or dispositions not involving a change in beneficial ownership, and (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; , provided that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Signal with a copy of such agreement promptly upon consummation of any such Transfer, Transfer and (ii) the Shareholder Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes , including, without limitation, effecting the conversion of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousinthe XxXxx Note and effecting the NASDAQ Reverse Split and the Miragen Reverse Split.

No Inconsistent Arrangements. Except as provided expressly permitted or required hereunder or under the Merger Agreement, the Shareholder shall notStockholder agrees not to, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take any action that, to the knowledge of the Shareholder, that would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Notwithstanding the foregoing, (ix) the Shareholder Stockholder may (A) make transfers or dispositions Transfers of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder or the immediate family of the Shareholder, (Bi) make transfers or dispositions of the Subject Shares by will, other testamentary document operation of law, or intestate succession to the legal representative, heir, beneficiary for estate planning or a member of the immediate family of the Shareholdercharitable purposes, (Cii) make transfers of the Subject Shares to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under common control with the ShareholderStockholder, or (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (Fiii) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided that, that in each such case, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Meerkat with a copy of such agreement promptly upon consummation of any such Transfer, (y) with respect to the Stockholder’s Company Options which expire on or prior to the termination of this Agreement, the Stockholder may make Transfers of the Subject Shares (i) to the Company as payment for the exercise price of the Stockholder’s Company Options and (ii) as payment for taxes applicable to the Shareholder exercise of the Stockholder’s Company Options and (z) the Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this transactions contemplated by the Merger Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, prior to Company obtaining the Shareholder Company Requisite Stockholder Vote, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (B) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (C) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (F) if the Shareholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder or the estate of any such beneficiary; provided that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such Transfer, and (ii) the Shareholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.domestic

No Inconsistent Arrangements. Except as expressly provided hereunder or required by this Agreement or under the Merger Agreement, from the date hereof until the Expiration Time (as defined below), the Shareholder shall notagrees not to, directly or indirectly, (a) create sell, transfer, assign, pledge, hypothecate, tender, encumber or otherwise dispose of in any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on manner any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose consent or agree to do any of the foregoing (collectively, “Transfer”), or enter into (b) limit its right to vote in any contract with respect to manner any Transfer of, of the Subject Shares or any interest thereinShares, (c) grant or permit including, without limitation, by the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, other than the grant of a proxy to the Chairman of the Board or any other director of the Company to vote the Subject Shares or provide written consents in respect thereof in accordance with Section 1.1 above which proxy the Shareholder hereby confirms is in the form prescribed by the Company has certified as valid, or (dc) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take consent or agree to do any action that, to the knowledge of the Shareholder, would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder from performing the Shareholder’s obligations hereunderforegoing. Notwithstanding any of the foregoing, (ix) the Shareholder may (A) make transfers or dispositions Transfers of the Subject Shares (i) by will, operation of law, or for estate planning or charitable purposes, (ii) to any trust for the stockholders, corporations, partnerships or other business entities that are direct or indirect benefit of the Shareholder or the immediate family of the Shareholder, (B) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Shareholder, (C) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act)Affiliates, current or former partners (general or limited), members or managers of the Shareholder, as applicable, or to the estates of any such stockholders, affiliatesAffiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under direct or indirect common control with the Shareholder, Shareholder or (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (Fiii) if the Shareholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder or the estate of any such beneficiary; provided that, that in each such case, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder or the transferee provides the Company Restoration Robotics with a copy of such agreement promptly upon consummation of any such Transfer, (y) with respect to the Shareholder’s Company Options or Company Warrants which expire on or prior to the termination of this Agreement, the Shareholder may make Transfers of the Subject Shares (i) to the Company as payment for the exercise price of the Shareholder’s Company Options or Company Warrants and (ii) as payment for taxes applicable to the exercise of the Shareholder’s Company Options or Company Warrants and (z) the Shareholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this transactions contemplated by the Merger Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, prior to Company obtaining the Shareholder Required Company Stockholder Vote, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (B) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (C) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (F) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; , (G) exercise an option or warrant (including a net or cashless exercise of such option or warrant) to purchase Company Shares, and (H) Transfer Company Shares to Company to cover tax withholding obligations of the Stockholder in connection with any option exercise or the vesting of any restricted stock or restricted stock unit award, provided that, in each case, the underlying Company Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement. With respect to clauses (A) through (F) above, (i) the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides shall provide the Company PubCo with a copy of such agreement promptly upon consummation of any such Transfer, and (ii) no filing under the Shareholder may take all actions reasonably necessary to consummate Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with the Contemplated Transactionsestablishment of such an agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided expressly permitted or required hereunder or under the Merger Agreement, the Shareholder shall notStockholder agrees not to, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take any action that, to the knowledge of the Shareholder, that would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Notwithstanding the foregoing, (ix) the Shareholder Stockholder may (A) make transfers or dispositions Transfers of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder or the immediate family of the Shareholder, (Bi) make transfers or dispositions of the Subject Shares by will, other testamentary document operation of law, or intestate succession to the legal representative, heir, beneficiary for estate planning or a member of the immediate family of the Shareholdercharitable purposes, (Cii) make transfers of the Subject Shares to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under common control with the Shareholder, Stockholder or (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (Fiii) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided that, that in each such case, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such Transfer, (y) with respect to the Stockholder’s WPCS Options which expire on or prior to the termination of this Agreement, the Stockholder may make Transfers of the Subject Shares (i) to WPCS as payment for the exercise price of the Stockholder’s WPCS Options and (ii) as payment for taxes applicable to the Shareholder exercise of the Stockholder’s WPCS Options and (z) the Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this transactions contemplated by the Merger Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, prior to Parent obtaining the Shareholder Required Parent Stockholder Vote, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, ; (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, ; (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, ; (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, ; or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, respect or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers Transfer Subject Shares as a bona fide charitable contribution, gift or dispositions of donation; (B) Transfer the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the Shareholder, Stockholder; (BC) make transfers or dispositions of Transfer the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Shareholder, Stockholder; (CD) make transfers of Transfer the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Shareholder, Stockholder; (DE) make transfers Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (EF) make transfers or dispositions Transfers not involving a change in beneficial ownership, and ; (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions Transfer Subject Shares to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; (H) exercise an option or warrant to purchase Parent Shares or settle a restricted stock unit or other equity award (including a net or cashless exercise of such option or warrant); (I) Transfer Parent Shares to Parent to cover tax withholding obligations of the Stockholder in connection with the vesting, settlement or exercise of any options, warrants, restricted stock units or other equity awards, as applicable, provided that in each such case, the underlying Parent Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement; (J) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act (“10b5-1 Plan”) for the Transfer of Parent Shares; (K) Transfer Parent Shares to Parent pursuant to arrangements under which Parent has the option to repurchase such Parent Shares; and (L) Transfer the Subject Shares in open market transactions (including, without limitation, the establishment of a 10b5-1 Plan and any Transfers pursuant to such 10b5-1 Plan) during the Restricted Period to generate such amount of net proceeds to the Stockholder from such Transfer (after deducting commissions) in an aggregate amount up to the total amount of taxes or estimated taxes (as applicable) that become due as a result of the vesting and/or settlement of restricted stock units held by the Stockholder that are scheduled to vest and/or settle immediately prior to or during the term of this Agreement; provided that, in each casewith respect to clauses (A) through (G) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such Transfer; provided, further that no filing under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such Transfer (other than filings made in respect of involuntary Transfers and, in the case of clause (L), filings under Section 16(a) of the Exchange Act shall only be permissible if such filing clearly indicates in the footnotes thereto that the filing relates to securities being sold to generate net proceeds up to the total amount of taxes or estimated taxes (as applicable) that become due as a result of the vesting and/or settlement of Parent equity awards); provided that reasonable notice shall be provided to Parent prior to any such filing and that the underlying Parent Shares shall continue to be subject to the restrictions on Transfer set forth in this Agreement (ii) the Shareholder may take all actions reasonably necessary other than with respect to consummate the Contemplated TransactionsTransfers pursuant to clause (L)). For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, prior to PubCo obtaining the Shareholder Required PubCo Stockholder Vote, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (B) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (C) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (F) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; , (G) exercise an option or warrant (including a net or cashless exercise of such option or warrant) to purchase PubCo Shares, and (H) Transfer PubCo Shares to PubCo to cover tax withholding obligations of the Stockholder in connection with any option exercise or the vesting of any restricted stock or restricted stock unit award, provided that, that the underlying PubCo Shares shall continue to be subject to the restrictions on transfer set forth in each casethis Agreement. With respect to clauses (A) through (F) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such Transfer, provided, further that no filing under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with the establishment of such an agreement, provided that reasonable notice shall be provided to PubCo prior to any such filing and (ii) that that the Shareholder may take all actions reasonably necessary underlying PubCo Shares shall continue to consummate be subject to the Contemplated Transactionsrestrictions on transfer set forth in this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, prior to Company obtaining the Shareholder Company Requisite Stockholder Vote, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (B) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (C) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (F) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary, (G) exercise an option or warrant (including a net or cashless exercise of such option or warrant) to purchase Company Shares, (H) Transfer Company Shares to Company to cover tax withholding obligations of the Stockholder in connection with any option exercise or the vesting of any restricted stock or restricted stock unit award, provided that the underlying Company Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement, and (I) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Company Shares; provided that, in each casewith respect to clauses (A) through (F) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Parent with a copy of such agreement promptly upon consummation of any such Transfer, provided, further that no filing under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with the establishment of such a plan, provided that reasonable notice shall be provided to the Parent prior to any such filing and (ii) that that the Shareholder may take all actions reasonably necessary underlying Company Shares shall continue to consummate be subject to the Contemplated Transactionsrestrictions on transfer set forth in this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, prior to Parent obtaining the Shareholder Required Parent Stockholder Vote, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, ; (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, ; (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, ; (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, ; or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, respect or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers Transfer Subject Shares as a bona fide charitable contribution, gift or dispositions of donation; (B) Transfer the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the Shareholder, Stockholder; (BC) make transfers or dispositions of Transfer the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Shareholder, Stockholder; (CD) make transfers of Transfer the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Shareholder, Stockholder; (DE) make transfers Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (EF) make transfers or dispositions Transfers not involving a change in beneficial ownership, and ; (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions Transfer Subject Shares to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; (H) exercise an option or warrant to purchase Parent Shares or settle a restricted stock unit or other equity award (including a net or cashless exercise of such option or warrant); (I) Transfer Parent Shares to Parent to cover tax withholding obligations of the Stockholder in connection with the vesting, settlement or exercise of any options, warrants, restricted stock units or other equity awards, as applicable, provided that in each such case, the underlying Parent Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement; (J) Transfer Parent Shares to Parent pursuant to arrangements under which Parent has the option to repurchase such Parent Shares; and (K) Transfer the Subject Shares in open market transactions (including, without limitation, the establishment of a 10b5-1 Plan and any Transfers pursuant to such 10b5-1 Plan) during the Restricted Period to generate such amount of net proceeds to the Stockholder from such Transfer (after deducting commissions) in an aggregate amount up to the total amount of taxes or estimated taxes (as applicable) that become due as a result of the vesting and/or settlement of restricted stock units held by the Stockholder that are scheduled to vest and/or settle immediately prior to or during the term of this Agreement; provided that, in each casewith respect to clauses (A) through (G) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such Transfer; provided, further that no filing under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such Transfer (other than filings made in respect of involuntary Transfers and, in the case of clause (L), filings under Section 16(a) of the Exchange Act shall only be permissible if such filing clearly indicates in the footnotes thereto that the filing relates to securities being sold to generate net proceeds up to the total amount of taxes or estimated taxes (as applicable) that become due as a result of the vesting and/or settlement of Parent equity awards); provided that reasonable notice shall be provided to Parent prior to any such filing and that the underlying Parent Shares shall continue to be subject to the restrictions on Transfer set forth in this Agreement (ii) the Shareholder may take all actions reasonably necessary other than with respect to consummate the Contemplated TransactionsTransfers pursuant to clause (L)). For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, the Shareholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law Legal Requirements or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the Shareholder, would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder from performing the Shareholder’s its obligations hereunder. Notwithstanding the foregoing, (i) the Shareholder may (A) make transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder or the immediate family of the Shareholder, (BC) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Shareholder, (CD) make transfers of the Subject Shares to stockholdersshareholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the Shareholder, as applicable, or to the estates of any such stockholdersshareholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Shareholder, (DE) make transfers of the Subject Shares that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (EF) make transfers or dispositions of the Subject Shares not involving a change in beneficial ownership, and (FG) if the Shareholder is a trust, make transfers or dispositions of the Subject Shares to any beneficiary of the Shareholder or the estate of any such beneficiary; , provided that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder or the transferee provides the Company Acer with a copy of such agreement promptly upon consummation of any such Transfer, Transfer and (ii) the Shareholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes of this Agreement, “immediate family” shall mean any relationship by bloodincluding, marriage or adoptionwithout limitation, not more remote than first cousineffecting the NASDAQ Reverse Split.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, prior to Parent obtaining the Shareholder Parent Requisite Stockholder Vote, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (B) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (C) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (F) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary, (G) exercise an option or warrant (including a net or cashless exercise of such option or warrant) to purchase Parent Shares, (H) Transfer Parent Shares to Parent to cover tax withholding obligations of the Stockholder in connection with any option exercise or the vesting of any restricted stock or restricted stock unit award, provided that the underlying Parent Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement, and (I) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Parent Shares; provided that, in each casewith respect to clauses (A) through (F) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such Transfer, provided, further that no filing under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with the establishment of such a plan, provided that reasonable notice shall be provided to Parent prior to any such filing and (ii) that that the Shareholder may take all actions reasonably necessary underlying Parent Shares shall continue to consummate be subject to the Contemplated Transactionsrestrictions on transfer set forth in this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger AgreementPlan of Merger, the Shareholder Stockholder shall not, directly or indirectly, (a) create any Encumbrance encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any member of the immediate family of the Stockholders or to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (BC) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (CD) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (DE) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (EF) make transfers or dispositions not involving a change in beneficial ownership, and (FG) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided that, in each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company Twin Vee Co. with a copy of such agreement promptly upon consummation of any such Transfer, Transfer and (ii) the Shareholder Stockholder may take all actions reasonably necessary to consummate the Contemplated TransactionsMerger. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided expressly permitted or required hereunder or under the Merger Agreement, the Shareholder shall notStockholder agrees not to, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take any action that, to the knowledge of the Shareholder, that would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Notwithstanding the foregoing, (iw) the Shareholder Stockholder may (A) make transfers or dispositions Transfers of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder or the immediate family of the Shareholder, (Bi) make transfers or dispositions of the Subject Shares by will, other testamentary document operation of law, or intestate succession to the legal representative, heir, beneficiary for estate planning or a member of the immediate family of the Shareholdercharitable purposes, (Cii) make transfers of the Subject Shares to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under common control with the Shareholder, Stockholder or (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (Fiii) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided that, that in each such case, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such Transfer, (x) with respect to the Stockholder’s WPCS Options which expire on or prior to the termination of this Agreement, the Stockholder may make Transfers of the Subject Shares (i) to WPCS as payment for the exercise price of the Stockholder’s WPCS Options and (ii) as payment for taxes applicable to the Shareholder exercise of the Stockholder’s WPCS Options, (y) the Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactions. For purposes transactions contemplated by the Merger Agreement and (z) the Stockholder may make Transfers of this Agreement, “immediate family” shall mean the Subject Shares at any relationship by blood, marriage time so long as the Stockholder at all times owns or adoption, not more remote than first cousinhas the right to vote 9.99% of the outstanding Common Stock as of the record date for the Special Meeting.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, prior to Company obtaining the Shareholder Required Company Stockholder Vote, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (B) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (C) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (F) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; , (G) exercise an option or warrant (including a net or cashless exercise of such option or warrant) to purchase Company Shares and (H) Transfer Company Shares to Company to cover tax withholding obligations of the Stockholder in connection with any option exercise or the vesting of any restricted stock or restricted stock unit award, provided that, that the underlying Company Shares shall continue to be subject to the restrictions on transfer set forth in each casethis Agreement. With respect to clauses (A) through (F) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company PubCo with a copy of such agreement promptly upon consummation of any such Transfer, provided, further that no filing under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with the establishment of such an agreement, provided that reasonable notice shall be provided to PubCo prior to any such filing and (ii) that that the Shareholder may take all actions reasonably necessary underlying Company Shares shall continue to consummate be subject to the Contemplated Transactionsrestrictions on transfer set forth in this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Except as provided expressly permitted or required hereunder or under the Merger Agreement, the Shareholder shall notStockholder agrees not to, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take any action that, to the knowledge of the Shareholder, that would make any representation or warranty of the Shareholder Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Notwithstanding the foregoing, (ix) the Shareholder Stockholder may (A) make transfers or dispositions Transfers of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder or the immediate family of the Shareholder, (Bi) make transfers or dispositions of the Subject Shares by will, other testamentary document operation of law, or intestate succession to the legal representative, heir, beneficiary for estate planning or a member of the immediate family of the Shareholdercharitable purposes, (Cii) make transfers of the Subject Shares to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under common control with the Shareholder, Stockholder or (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (Fiii) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; provided that, that in each such case, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such Transfer, (y) with respect to the Stockholder’s Options which expire on or prior to the termination of this Agreement, the Stockholder may make Transfers of the Subject Shares (i) to Caladrius as payment for the exercise price of the Stockholder’s Options and (ii) as payment for taxes applicable to the Shareholder exercise of the Stockholder’s Options and (z) the Stockholder may take all actions reasonably necessary to consummate the Contemplated Transactionstransactions contemplated by the Merger Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin1.3.

No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, prior to PubCo obtaining the Shareholder Required PubCo Stockholder Vote, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the ShareholderStockholder, would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing the Shareholder Stockholder from performing the ShareholderStockholder’s obligations hereunder. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Shareholder Stockholder may (A) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Shareholder Stockholder or the immediate family of the ShareholderStockholder, (B) make transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the ShareholderStockholder, (C) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the ShareholderStockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the ShareholderStockholder, (D) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (F) if the Shareholder Stockholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder Stockholder or the estate of any such beneficiary; , (G) exercise an option or warrant (including a net or cashless exercise of such option or warrant) to purchase PubCo Shares, and (H) Transfer PubCo Shares to PubCo to cover tax withholding obligations of the Stockholder in connection with any option exercise or the vesting of any restricted stock or restricted stock unit award, provided that, in each case, the underlying PubCo Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement. With respect to clauses (A) through (F) above, (i) the transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Shareholder Stockholder or the transferee provides shall provide the Company with a copy of such agreement promptly upon consummation of any such Transfer, and (ii) no filing under the Shareholder may take all actions reasonably necessary to consummate Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with the Contemplated Transactionsestablishment of such an agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.