Common use of No Transfers; No Inconsistent Arrangements Clause in Contracts

No Transfers; No Inconsistent Arrangements. Except as provided hereunder, each Stockholder agrees not to, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to, agree to or permit any such transfer of, any or all of the Subject Shares or any interest therein (except for a transfer for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations where the transferee or third party agrees in writing to be bound by the terms hereof), or create or permit to exist any Liens, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”) that would prevent such Stockholder from voting the Subject Shares in accordance with this Agreement or from complying with its other obligations under this Agreement, other than any restrictions imposed by applicable law on any such Subject Shares; (ii) enter into any contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement with respect to any transfer of Subject Shares or any interest therein; (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares relating to the subject matter hereof; (iv) 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 (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby (any of the actions set forth in clauses (i) through (v) above, and any conversion, exchange or other disposition of the Subject Shares in a transaction related to an Acquisition Proposal being referred to in this Agreement as a “Transfer”). Any action taken in violation of the foregoing sentence shall be null and void ab initio. To the extent the a Stockholder’s Subject Shares are represented by certificates, such Stockholder shall make available to Xxxxx such certificates in order for Xxxxx to xxxx such certificates with legends required by the DGCL regarding the foregoing Transfer restrictions. If any involuntary Transfer of any of the Subject Shares shall occur, the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunderhereunder or under the Merger Agreement, each the Stockholder agrees not toshall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to, agree to or permit any such transfer of, any or all of the its Subject Shares or any interest therein (except for a transfer for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations where the transferee or third party agrees in writing to be bound by the terms hereof)therein, or create or permit to exist any Liens, proxies, voting trusts lien or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”) that would prevent such Stockholder from voting the Subject Shares in accordance with this Agreement or from complying with its other obligations under this Agreementencumbrance, other than any restrictions imposed by applicable law Legal Requirements or pursuant to this Agreement, on any such Subject Shares; , (ii) enter into any contract, option agreements or other agreement, arrangement commitments (written or understanding inconsistent with the terms of this Agreement oral) with respect to any transfer of such Subject Shares or any interest therein; , (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the such Subject Shares relating to the subject matter hereof; Shares, (iv) deposit or permit the deposit of the such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the such Subject Shares; , or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby (or otherwise make any representation or warranty of the Stockholder herein untrue or incorrect; provided that the actions set forth described in clauses (i) through and (vii) above, and above shall be permitted hereunder as a result of any conversion, exchange or other disposition donative transfer to any immediate family member of the Subject Shares in Stockholder, any charity to which the Stockholder wishes to contribute and/or any entity controlled by such family member or charity, or a transaction related to an Acquisition Proposal being referred to in this Agreement as trust, including, but not limited to, a “Transfer”). Any action taken in violation charitable remainder trust, for the exclusive benefit of the foregoing sentence Stockholder, any immediate family member of the Stockholder, any charity to which the Stockholder wishes to contribute and/or any entity controlled by such trusts; provided further that prior to such transfer, the transferee shall agree in writing to be null and void ab initio. To the extent the a Stockholder’s Subject Shares are represented by certificates, such Stockholder shall make available to Xxxxx such certificates in order for Xxxxx to xxxx such certificates with legends required bound by the DGCL regarding terms hereof (a copy of which written agreement shall promptly be provided to Parent) and such transfer shall not relieve the foregoing Transfer restrictions. If any involuntary Transfer Stockholder of any of the Subject Shares shall occur, the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreementits obligations hereunder.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunderhereunder or under the Merger Agreement, each such Stockholder agrees not toshall not, directly or indirectly, (i) transfer (which term shall include any saletransfer, assignmentsell, assign, gift, pledge, hypothecation hedge, hypothecate or other disposition)otherwise dispose (including, for the avoidance of doubt, by depositing, submitting or consent to, agree to or permit otherwise tendering any such transfer of, any or all of the Subject Shares into any tender or any interest therein (except for a transfer for estate exchange offer) of or tax planning purposes, for charitable purposes or as charitable gifts or donations where the transferee or third party agrees in writing to be bound by the terms hereof), or create or permit to exist any Liens, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise entering into of any rights of a stockholder in derivative instrument with respect of to such Subject Shares (collectively, “EncumbrancesTransfer”), or consent to or permit any such Transfer of, any or all of its Subject Shares, or any interest therein, (ii) that would prevent such Stockholder from voting the Subject Shares in accordance with this Agreement create, agree to create or from complying with its other obligations under this Agreementvoluntarily permit to exist any Encumbrance, other than any restrictions imposed by applicable law Permitted Encumbrances, on any such Subject Shares; , (iiiii) enter into any contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement Contract with respect to any transfer of such Subject Shares or any interest therein; , (iiiiv) grant or permit the grant of any proxy, power of attorney or other authorization or consent in or with respect to the such Subject Shares relating to the subject matter hereof; Shares, (ivv) deposit or permit the deposit of the such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the such Subject Shares; Shares or (vvi) take, agree to take or voluntarily permit any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder under this Agreement or the transactions contemplated hereby (or otherwise make any representation or warranty of each Stockholder herein untrue or incorrect. Notwithstanding the actions set forth foregoing, such Stockholder may make transfers of Subject Shares by will or by operation of law, in clauses (i) through (v) above, and any conversion, exchange or other disposition of which case the Subject Shares in a transaction related shall continue to an Acquisition Proposal being referred to in be bound by this Agreement as a “Transfer”)and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement. Any action taken in violation If any involuntary transfer of the foregoing sentence shall be null and void ab initio. To the extent the a any of such Stockholder’s Subject Shares are represented in the Company shall occur (including, but not limited to, a sale by certificatessuch Stockholder’s trustee in any bankruptcy, such Stockholder shall make available or a sale to Xxxxx such certificates in order for Xxxxx to xxxx such certificates with legends required by the DGCL regarding the foregoing Transfer restrictions. If a purchaser at any involuntary Transfer of any of the Subject Shares shall occurcreditor’s or court sale), the transferee (which term, as used herein, shall include the initial transferee and any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunderhereunder or under the Merger Agreement, each Stockholder agrees not tosuch Shareholder shall not, directly or indirectly, (i) transfer tender the respective Subject Shares into any tender or exchange offer commenced by any party other than Parent or Sub, (which term shall include any sale, assignment, gift, pledge, hypothecation or other dispositionii) Transfer (as defined below), or consent to, agree to or permit any such transfer Transfer of, any or all of the respective Subject Shares or any interest therein (except for a transfer for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations where the transferee or third party agrees in writing to be bound by the terms hereof)therein, or create or permit to exist any Liens, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”) that would prevent such Stockholder from voting the Subject Shares in accordance with this Agreement or from complying with its other obligations under this AgreementLien, other than any restrictions imposed by applicable law Laws or pursuant to this Agreement, on any such Subject Shares; , (iiiii) enter into any contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement Contract with respect to any transfer Transfer of such Subject Shares or any interest therein; , (iiiiv) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the such Subject Shares relating to the subject matter hereof; Shares, (ivv) deposit or permit the deposit of the such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the such Subject Shares; , or (vvi) take or permit any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby (or otherwise make any representation or warranty of such Shareholder contained herein untrue or incorrect in any respect that would negatively impact Parent's or Sub's ability to perform its obligations hereunder. Notwithstanding the actions set forth in clauses (i) through (v) aboveforegoing, and any conversion, exchange or other disposition of the such Shareholder may Transfer Subject Shares in (A) to a transaction related to an Acquisition Proposal being referred to in this Agreement family member or trust for estate planning purposes, provided that, as a “Transfer”). Any action taken in violation of the foregoing sentence shall be null and void ab initio. To the extent the condition to any such Transfer to a Stockholder’s Subject Shares are represented by certificates, such Stockholder shall make available to Xxxxx such certificates in order for Xxxxx to xxxx such certificates with legends required by the DGCL regarding the foregoing Transfer restrictions. If any involuntary Transfer of any of the Subject Shares shall occurfamily member or trust, the transferee has agreed with Parent in writing to be bound by the terms of this Agreement (which term, including granting a Proxy as used herein, shall include the initial transferee contemplated hereby) and any and all subsequent transferees of the initial transferee) shall take and to hold such Subject Shares subject to all the terms and provisions of the restrictions, liabilities and rights under this Agreement, which shall continue (B) pursuant to the existing terms and conditions of such Shareholder's current stock trading plan established in full force accordance with Rule 10b5-1 of the Exchange Act and effect until (C) in connection with the valid termination vesting of this AgreementCompany Stock Purchase Rights to satisfy applicable tax obligations.

No Transfers; No Inconsistent Arrangements. Except as provided hereunder, each Stockholder the Shareholder agrees not to, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to, agree to or permit any such transfer of, any or all of the Subject Shares or any interest therein (except for a transfer for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations where the transferee or third party agrees in writing to be bound by the terms hereof), or create or permit to exist any Liens, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a stockholder shareholder in respect of such the Subject Shares (collectively, “Encumbrances”) that would prevent such Stockholder the Shareholder from voting the Subject Shares in accordance with this Agreement or from complying with its the Shareholder’s other obligations under this Agreement, other than any restrictions imposed by applicable law on any such Subject Shares; (ii) enter into any contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement with respect to any transfer of Subject Shares or any interest therein; (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares relating to the subject matter hereof; (iv) 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 (v) take or permit any other action that would reasonably be expected to in any way restrict, limit or interfere with the performance of its the Shareholder’s obligations hereunder or the transactions contemplated hereby (any of the actions set forth in clauses (i) through (v) above, and any conversion, exchange or other disposition of the Subject Shares in a transaction related to an Acquisition Competing Proposal being referred to in this Agreement as a “Transfer”). Any action taken in violation of the foregoing sentence shall be null and void ab initio. To the extent the a StockholderShareholder’s Subject Shares are represented by certificates, such Stockholder the Shareholder shall make available to Xxxxx the Company such certificates in order for Xxxxx the Company to xxxx such certificates with legends required by the DGCL FBCA regarding the foregoing Transfer restrictions. If any involuntary Transfer of any of the Subject Shares shall occur, the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunderhereunder or under the Merger Agreement, each Stockholder agrees not tosuch Shareholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to, agree to or permit any such transfer of, any or all of the his or her Subject Shares or any interest therein (except for a transfer for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations where the transferee or third party agrees in writing to be bound by the terms hereof)therein, or create or permit to exist any Liens, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”) that would prevent such Stockholder from voting the Subject Shares in accordance with this Agreement or from complying with its other obligations under this AgreementLien, other than any restrictions imposed by applicable law Applicable Law or pursuant to this Agreement, on any such Subject Shares; , (ii) enter into any contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement Contract with respect to any transfer of such Subject Shares or any interest therein; , (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the such Subject Shares relating to the subject matter hereof; , (iv) deposit or permit the deposit of the such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the such Subject Shares; , or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby (or otherwise make any representation or warranty of each Shareholder herein untrue or incorrect; provided that the actions set forth described in clauses (i) through and (vii) above, and any conversion, exchange or other disposition of the Subject Shares in a transaction related to an Acquisition Proposal being referred to in this Agreement above shall be permitted hereunder as a “Transfer”). Any action taken result of any donative transfer to any immediate family member of any Shareholder, or a trust for the exclusive benefit of any Shareholders and/or any immediate family members of such Shareholder; provided further that prior to such transfer, the transferee shall agree in violation of the foregoing sentence shall writing to be null and void ab initio. To the extent the a Stockholder’s Subject Shares are represented by certificates, such Stockholder shall make available to Xxxxx such certificates in order for Xxxxx to xxxx such certificates with legends required bound by the DGCL regarding the foregoing Transfer restrictions. If terms hereof (a copy of which written agreement shall promptly be provided to Parent) and such transfer shall not relieve any involuntary Transfer Shareholder of any of the Subject Shares shall occur, the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreementhis or her obligations hereunder.

No Transfers; No Inconsistent Arrangements. Except as provided hereunder, each Stockholder Shareholder agrees not to, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to, agree to or permit any such transfer of, any or all of the Subject Shares or any interest therein (except for a transfer for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations where the transferee or third party agrees in writing to be bound by the terms hereof), or create or permit to exist any Liens, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a stockholder shareholder in respect of such the Subject Shares (collectively, “Encumbrances”) that would prevent such Stockholder Shareholder from voting the Subject Shares in accordance with this Agreement or from complying with its other obligations under this Agreement, other than any restrictions imposed by applicable law on any such Subject Shares; (ii) enter into any contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement with respect to any transfer of Subject Shares or any interest therein; (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares relating to the subject matter hereof; (iv) 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 (v) take or permit any other action that would reasonably be expected to in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby (any of the actions set forth in clauses (i) through (v) above, and any conversion, exchange or other disposition of the Subject Shares in a transaction related to an Acquisition Competing Proposal being referred to in this Agreement as a “Transfer”). Any action taken in violation of the foregoing sentence shall be null and void ab initio. To the extent the a StockholderShareholder’s Subject Shares are represented by certificates, such Stockholder Shareholder shall make available to Xxxxx the Company such certificates in order for Xxxxx the Company to xxxx such certificates with legends required by the DGCL FBCA regarding the foregoing Transfer restrictions. If any involuntary Transfer of any of the Subject Shares shall occur, the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement.

No Transfers; No Inconsistent Arrangements. Except as provided hereunder, each Stockholder agrees agrees, severally but not jointly, not to, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to, agree to or permit any such transfer of, any or all of the Subject Shares Securities or any interest therein (except for a transfer transfers (A) to affiliates (provided that such affiliate shall be bound by the terms of this Agreement), (B) for estate or tax planning purposes, or (C) for charitable purposes or as charitable gifts or donations where the transferee or third party agrees in writing to be bound by the terms hereof), or create or permit to exist any Liensliens, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a stockholder Stockholder in respect of such the Subject Shares Securities (collectively, “Encumbrances”) that would prevent such Stockholder from voting the Subject Shares Securities in accordance with this Agreement or from complying with its other obligations under this Agreement, other than any restrictions imposed by applicable law on any such Subject SharesSecurities; (ii) enter into any contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement with respect to any transfer of Subject Shares Securities or any interest thereintherein in violation of this Agreement; (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares Securities relating to the subject matter hereof; (iv) 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 SharesSecurities, except as contemplated by the Merger Agreement; or (v) take or permit any other action that would reasonably be expected to in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby (any of the actions set forth in clauses (i) through (v) above, and any conversion, exchange or other disposition of the Subject Shares Securities, including in a transaction related to an a Chardonnay Acquisition Proposal Proposal, being referred to in this Agreement as a “Transfer”). Any action taken in violation of the foregoing sentence shall be null and void ab initio. To the extent the a Stockholder’s Subject Shares Securities are represented by certificates, such Stockholder shall make available to Xxxxx the Company such certificates in order for Xxxxx the Company to xxxx such certificates with legends required by the DGCL regarding the foregoing Transfer restrictions. If any involuntary Transfer of any of the Subject Shares Securities shall occur, the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, 402 Capital, LLC shall have the right to transfer or sell 1,000,000 Subject Securities effective on or after December 31, 2017.

No Transfers; No Inconsistent Arrangements. Except as provided hereunder, each Stockholder agrees not to, directly or indirectly, (ia) transfer (which term shall include any sale, assignment, tender, gift, pledge, distribution, hypothecation or other disposition), or consent to, agree to or permit any such transfer of, any or all of the Subject Shares or any interest therein (except for a transfer for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations where the transferee or third party agrees in writing with the Corporation to be bound by the terms hereof, subject to the consent of the Corporation (not to be unreasonably withheld)), or create or permit to exist any Liens, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”) that would prevent such Stockholder from voting the Subject Shares in accordance with this Agreement or from complying with its other obligations under this Agreement, other than any restrictions imposed by applicable law on any such Subject Shares; (iib) enter into any contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement with respect to any transfer of Subject Shares or any interest therein; (iiic) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares relating to the subject matter hereof; (ivd) 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 (ve) take or permit any other action that would, or would in any way reasonably be expected to, restrict, limit or interfere interfere, in any way, with the performance of its obligations hereunder or the transactions contemplated hereby (any of the actions set forth in clauses (ia) through (ve) above, and any conversion, exchange or other disposition of the Subject Shares in a transaction related to an Acquisition Proposal being referred to in this Agreement as a “Transfer”). Any action taken in violation of the foregoing sentence shall be null and void ab initio. To the extent the a Stockholder’s Subject Shares are represented by certificates, such Stockholder shall make available to Xxxxx the Corporation such certificates in order for Xxxxx the Corporation to xxxx such certificates with legends required by the DGCL regarding the foregoing Transfer restrictions. If any involuntary Transfer of any of the Subject Shares shall occur, the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement.

No Transfers; No Inconsistent Arrangements. Except as provided hereunder, each Stockholder agrees agrees, severally but not jointly, not to, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to, agree to or permit any such transfer of, any or all of the Subject Shares Securities or any interest therein (except for a transfer transfers (A) to affiliates (provided that such affiliate shall be bound by the terms of this Agreement), (B) for estate or tax planning purposes, or (C) for charitable purposes or as charitable gifts or donations where the transferee or third party agrees in writing to be bound by the terms hereof), or create or permit to exist any Liensliens, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a stockholder Stockholder in respect of such the Subject Shares Securities (collectively, “Encumbrances”) that would prevent such Stockholder from voting the Subject Shares Securities in accordance with this Agreement or from complying with its other obligations under this Agreement, other than any restrictions imposed by applicable law on any such Subject SharesSecurities; (ii) enter into any contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement with respect to any transfer of Subject Shares Securities or any interest thereintherein in violation of this Agreement; (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares Securities relating to the subject matter hereof; (iv) 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 SharesSecurities, except as contemplated by the Merger Agreement; or (v) take or permit any other action that would reasonably be expected to in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby (any of the actions set forth in clauses (i) through (v) above, and any conversion, exchange or other disposition of the Subject Shares Securities, including in a transaction related to an a Chardonnay Acquisition Proposal Proposal, being referred to in this Agreement as a “Transfer”). Any action taken in violation of the foregoing sentence shall be null and void ab initio. To the extent the a Stockholder’s Subject Shares Securities are represented by certificates, such Stockholder shall make available to Xxxxx the Company such certificates in order for Xxxxx the Company to xxxx mxxx such certificates with legends required by the DGCL regarding the foregoing Transfer restrictions. If any involuntary Transfer of any of the Subject Shares Securities shall occur, the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, 402 Capital, LLC shall have the right to transfer or sell 1,000,000 Subject Securities effective on or after December 31, 2017.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunderhereunder or under the Merger Agreement, each Stockholder agrees not tosuch Shareholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to, agree to or permit any such transfer of, any or all of the his or her Subject Shares or any interest therein (except for a transfer for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations where the transferee or third party agrees in writing to be bound by the terms hereof)therein, or create or permit to exist any Liens, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”) that would prevent such Stockholder from voting the Subject Shares in accordance with this Agreement or from complying with its other obligations under this AgreementLien, other than any restrictions imposed by applicable law Applicable Law or pursuant to this Agreement, on any such Subject Shares; , (ii) enter into any contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement Contract with respect to any transfer of such Subject Shares or any interest therein; , (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the such Subject Shares relating to the subject matter hereof; , (iv) deposit or permit the deposit of the such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the such Subject Shares; , or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby (or otherwise make any representation or warranty of each Shareholder herein untrue or incorrect;.rovided that the actions set forth described in clauses (i) through and (vii) above, and any conversion, exchange or other disposition of the Subject Shares in a transaction related to an Acquisition Proposal being referred to in this Agreement above shall be permitted hereunder as a “Transfer”). Any action taken result of any donative transfer to any immediate family member of any Shareholder, or a trust for the exclusive benefit of any Shareholders and/or any immediate family members of such Shareholder;.rovided further that prior to such transfer, the transferee shall agree in violation of the foregoing sentence shall writing to be null and void ab initio. To the extent the a Stockholder’s Subject Shares are represented by certificates, such Stockholder shall make available to Xxxxx such certificates in order for Xxxxx to xxxx such certificates with legends required bound by the DGCL regarding the foregoing Transfer restrictions. If terms hereof (a copy of which written agreement shall promptly be provided to Parent) and such transfer shall not relieve any involuntary Transfer Shareholder of any of the Subject Shares shall occur, the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreementhis or her obligations hereunder.

No Transfers; No Inconsistent Arrangements. Except as provided hereunder, each Stockholder Shareholder agrees not to, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to, agree to or permit any such transfer of, any or all of the Subject Shares or any interest therein (except for a transfer for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations where the transferee or third party agrees in writing to be bound by the terms hereof), or create or permit to exist any Liens, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a stockholder shareholder in respect of such the Subject Shares (collectively, “Encumbrances”) that would prevent such Stockholder Shareholder from voting the Subject Shares in accordance with this Agreement or from complying with its other obligations under this Agreement, other than any restrictions imposed by applicable law on any such Subject Shares; (ii) enter into any contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement with respect to any transfer of Subject Shares or any interest therein; (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares relating to the subject matter hereof; (iv) 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 (v) take or permit any other action that would reasonably be expected to in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby (any of the actions set forth in clauses (i) through (v) above, and any conversion, exchange or other disposition of the Subject Shares in a transaction related to an Acquisition Competing Proposal being referred to in this Agreement as a “Transfer”). Any action taken in violation of the foregoing sentence shall be null and void ab initio. To the extent the a StockholderShareholder’s Subject Shares are represented by certificates, such Stockholder Shareholder shall make available to Xxxxx the Company such certificates in order for Xxxxx the Company to xxxx mxxx such certificates with legends required by the DGCL FBCA regarding the foregoing Transfer restrictions. If any involuntary Transfer of any of the Subject Shares shall occur, the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement.