No Proxies for or Encumbrances on the Holder’s Shares Clause Samples

No Proxies for or Encumbrances on the Holder’s Shares. Except pursuant to the terms of this Agreement, prior to a Qualified Public Offering, the Holder shall not, without the prior written consent of Parent LLC, directly or indirectly, (i) grant any proxies (other than pursuant to Section 6(a) above) or enter into any voting trust or other agreement or arrangement with respect to the voting of any shares of Subject Common Stock held by such Holder or (ii) except as permitted pursuant to Section 2 or Section 3, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any of the Holder’s shares of Subject Common Stock.