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

No Transfers; No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, Stockholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of the Subject Shares or Subject Warrants or any interest therein (except where the transferee or third party agrees in writing to be bound by the terms hereof), or create or permit to exist any Lien that would prevent Stockholder from tendering or 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 or the Subject Warrants, (ii) enter into any contracts inconsistent with the terms of this Agreement with respect to any transfer of Subject Shares or Subject Warrants 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 or Subject Warrants 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 connection with an Acquisition Proposal described in Section 1.4 below, being referred to in this Agreement as a “Transfer”). Stockholder shall make available to the Company certificates representing the Subject Shares in order for the Company to mxxx such certificates with legends required by the DGCL regarding the foregoing restrictions.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or hereunder, under the Merger AgreementAgreement or as a result of the death of the Shareholder, Stockholder such Shareholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of the his or her Subject Shares or Subject Warrants or any interest therein (except where the transferee or third party agrees in writing to be bound by the terms hereof)therein, or create create, agree to create, or permit to exist any Lien that would prevent Stockholder from tendering or 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 or pursuant to this Agreement, on any such Subject Shares unless each Person to which any of such Subject Shares, or any interest in any of such Subject Shares, is or may be transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Subject Shares (or interest in such Shares) subject to all of the Subject Warrantsterms and provisions of this Agreement, (ii) enter into any contracts inconsistent with the terms of this Agreement Contract with respect to any transfer of such Subject Shares or Subject Warrants 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 or Subject Warrants relating to the subject matter hereofin violation of Section 3.02, (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 (vvi) take take, agree to 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 herein untrue or incorrect. (b) Any attempted transfer of Subject Shares or any interest therein in violation of this Section 3.03 shall be null and void. In furtherance of this Agreement, in the actions set forth in clauses (i) through (v) above, and any conversion, exchange event that a Shareholder does not tender his or other disposition of the her Subject Shares in connection accordance with an Acquisition Proposal described in Section 1.4 below1.01, being referred such Shareholder shall and hereby does authorize the Company and Purchaser’s counsel to in notify the Company’s transfer agent that there is a stop transfer restriction with respect to all of his or her Subject Shares (and that this Agreement as a “Transfer”places limits on the voting and transfer of his or her Subject Shares). Stockholder ; provided that any such stop transfer restriction shall make available to terminate upon the Company certificates representing termination of this Agreement in accordance with its terms and, upon such event, Parent shall notify the Subject Shares in order for the Company to mxxx Company’s transfer agent of such certificates with legends required by the DGCL regarding the foregoing restrictionstermination.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, Stockholder such 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 or permit any such transfer Transfer of, any or all of the respective Subject Shares or Subject Warrants or any interest therein (except where the transferee or third party agrees in writing to be bound by the terms hereof)therein, or create or permit to exist any Lien that would prevent Stockholder from tendering or 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 or the Subject WarrantsShares, (iiiii) enter into any contracts inconsistent with the terms of this Agreement Contract with respect to any transfer Transfer of such Subject Shares or Subject Warrants 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 or Subject Warrants relating to the subject matter hereofShares, (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 foregoing, such Shareholder may Transfer Subject Shares (A) to a family member or trust for estate planning purposes, provided that, as a condition to any such Transfer to a family member or trust, the transferee has agreed with Parent in writing to be bound by the terms of this Agreement (including granting a Proxy as contemplated hereby) and to hold such Subject Shares subject to all the terms and provisions of this Agreement, (B) pursuant to the existing terms and conditions of such Shareholder's current stock trading plan established in accordance with Rule 10b5-1 of the actions set forth Exchange Act and (C) in clauses connection with the vesting of Company Stock Purchase Rights to satisfy applicable tax obligations. (b) Any attempted Transfer of Subject Shares or any interest therein in violation of this Section 4.03 shall be null and void. In furtherance of this Agreement, such Shareholder shall and hereby does authorize the Company to notify the Company's transfer agent that there is a stop transfer restriction with respect to all of the respective Subject Shares (and that this Agreement places limits on the voting and transfer of such Subject Shares); provided that any such stop transfer restriction shall terminate upon the termination of this Agreement in accordance with its terms and, upon such event, Parent shall notify the Company's transfer agent of such termination. (c) For purposes of this Agreement, a Shareholder shall be deemed to "Transfer" Subject Shares if such Shareholder, other than by operation of applicable Laws or Order, (i) through sells, pledges, encumbers, grants an option with respect to (vincluding any short sale), establishes an open "put equivalent position" within the meaning of Rule 16a-h under the Exchange Act, transfers or otherwise disposes of such security or any interest therein, (ii) aboveenters into an agreement or commitment providing for the sale of, and pledge of, encumbrance of, grant of an option with respect to (including any conversionshort sale), exchange establishment of a "put equivalent position" with respect to, transfer of or other disposition of such security or any interest therein, or (iii) enters into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the Subject economic consequences of ownership of any Shares, whether any such swap or transaction is to be settled by delivery of Shares or other securities, in connection with an Acquisition Proposal described in Section 1.4 below, being referred to in this Agreement as a “Transfer”). Stockholder shall make available to the Company certificates representing the Subject Shares in order for the Company to mxxx such certificates with legends required by the DGCL regarding the foregoing restrictionscash or otherwise.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, the Stockholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of the its Subject Shares or Subject Warrants or any interest therein (except where the transferee or third party agrees in writing to be bound by the terms hereof)therein, or create or permit to exist any Lien that would prevent Stockholder from tendering lien or 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 or the Subject WarrantsShares, (ii) enter into any contracts inconsistent with the terms of this Agreement agreements or commitments (written or oral) with respect to any transfer of such Subject Shares or Subject Warrants 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 or Subject Warrants relating to the subject matter hereofShares, (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 Stockholder, any charity to which the Stockholder wishes to contribute and/or any entity controlled by such family member or charity, or a trust, including, but not limited to, a charitable remainder trust, for the exclusive benefit of the 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 bound by the terms hereof (a copy of which written agreement shall promptly be provided to Parent) and such transfer shall not relieve the Stockholder of any of its obligations hereunder. (b) Any attempted transfer of Subject Shares or any interest therein in connection violation of this Section 2.02 shall be null and void. In furtherance of this Agreement, the Stockholder shall and hereby does authorize the Company and Acquisition Sub’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with an Acquisition Proposal described in Section 1.4 below, being referred respect to in all of its Subject Shares (and that this Agreement as a “Transfer”places limits on the voting and transfer of its Subject Shares). Stockholder ; provided that any such stop transfer restriction shall make available to terminate upon the Company certificates representing termination of this Agreement in accordance with its terms and, upon such event, Parent shall notify the Subject Shares in order for the Company to mxxx Company’s transfer agent of such certificates with legends required by the DGCL regarding the foregoing restrictionstermination.

No Transfers; No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, the Stockholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of the its Subject Shares or Subject Warrants or any interest therein (except where the transferee or third party agrees in writing to be bound by the terms hereof)therein, or create or permit to exist any Lien that would prevent Stockholder from tendering lien or 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 or the Subject WarrantsShares, (ii) enter into any contracts inconsistent with the terms of this Agreement agreements or commitments (written or oral) with respect to any transfer of such Subject Shares or Subject Warrants 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 or Subject Warrants relating to the subject matter hereofShares, (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 connection with an Acquisition Proposal described in Section 1.4 belowStockholder, being referred any charity to in this Agreement as which the Stockholder wishes to contribute and/or any entity controlled by such family member or charity, or a “Transfer”). Stockholder shall make available to the Company certificates representing the Subject Shares in order trust, including, but not limited to, a charitable remainder trust, for the Company exclusive benefit of the Stockholder, any immediate family member of the Stockholder, any charity to mxxx which the Stockholder wishes to contribute and/or any entity controlled by such certificates with legends required trusts; provided further that prior to such transfer, the transferee shall agree in writing to be 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 restrictionsStockholder of any of its obligations hereunder.

No Transfers; No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreementhereunder, each Stockholder shall notagrees 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 Subject Warrants or any interest therein (except for a transfer for estate or tax planning purposes 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 Lien 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 tendering or 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 law on any such Subject Shares or the Subject Warrants, Shares; (iib) enter into any contracts contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement with respect to any transfer of Subject Shares or Subject Warrants 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 or Subject Warrants 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 connection with a transaction related to an Acquisition Proposal described in Section 1.4 below, 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 a Stockholder’s Subject Shares are represented by certificates, such Stockholder shall make available to the Company Corporation such certificates representing the Subject Shares in order for the Company Corporation to mxxx 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 hereunder or under the Merger Agreement, Stockholder such Shareholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of the his or her Subject Shares or Subject Warrants or any interest therein (except where the transferee or third party agrees in writing to be bound by the terms hereof)therein, or create or permit to exist any Lien that would prevent Stockholder from tendering or 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 Applicable Law or pursuant to this Agreement, on any such Subject Shares or the Subject WarrantsShares, (ii) enter into any contracts inconsistent with the terms of this Agreement Contract with respect to any transfer of such Subject Shares or Subject Warrants 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 or Subject Warrants 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) aboveabove shall be permitted hereunder as a 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 writing to be bound by the terms hereof (a copy of which written agreement shall promptly be provided to Parent) and such transfer shall not relieve any conversion, exchange Shareholder of any of his or other disposition her obligations hereunder. (b) Any attempted transfer of the Subject Shares or any interest therein in connection violation of this Section 2.02 shall be null and void. In furtherance of this Agreement, such Shareholder shall and hereby does authorize the Company and Merger Subsidiary’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with an Acquisition Proposal described in Section 1.4 below, being referred respect to in all of his or her Subject Shares (and that this Agreement as a “Transfer”places limits on the voting and transfer of his or her Subject Shares). Stockholder ; provided that any such stop transfer restriction shall make available to terminate upon the Company certificates representing termination of this Agreement in accordance with its terms and, upon such event, Parent shall notify the Subject Shares in order for the Company to mxxx Company’s transfer agent of such certificates with legends required by the DGCL regarding the foregoing restrictionstermination.

No Transfers; No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreementhereunder, Stockholder shall noteach 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 Subject Warrants 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 Lien 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 shareholder in respect of the Subject Shares (collectively, “Encumbrances”) that would prevent Stockholder such Shareholder from tendering or 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 law on any such Subject Shares or the Subject Warrants, Shares; (ii) enter into any contracts contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement with respect to any transfer of Subject Shares or Subject Warrants 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 or Subject Warrants 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 connection with a transaction related to an Acquisition Competing Proposal described in Section 1.4 below, being referred to in this Agreement as a “Transfer”). Stockholder Any action taken in violation of the foregoing sentence shall be null and void ab initio. To the extent a Shareholder’s Subject Shares are represented by certificates, such Shareholder shall make available to the Company such certificates representing the Subject Shares in order for the Company to mxxx 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 hereunder or under the Merger Agreementhereunder, each Stockholder shall notagrees 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 Riesling Shares or the Subject Warrants New Parent Ordinary Shares or any interest therein (except 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 Lien liens, proxies, voting trusts or agreements, options, rights, liabilities, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a Stockholder in respect of the Subject Riesling Shares or the Subject New Parent Ordinary Shares (collectively, “Encumbrances”) that would prevent such Stockholder from tendering or voting the Subject Riesling Shares and the Subject New Parent Ordinary Shares in accordance with this Agreement or from complying with its other obligations under this Agreement, other than any restrictions imposed by applicable Law law on any such Subject Riesling Shares or the and Subject Warrants, New Parent Ordinary Shares; (ii) enter into any contracts contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement with respect to any transfer of Subject Riesling Shares or Subject Warrants New Parent Ordinary 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 Riesling Shares or Subject Warrants New Parent Ordinary Shares relating to the subject matter hereof, ; (iv) deposit or permit the deposit of the Subject Riesling Shares or the Subject New Parent Ordinary Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Riesling Shares or the Subject New Parent Ordinary Shares, as applicable; 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 Riesling Shares or the Subject New Parent Ordinary Shares in connection with an a transaction related to a Chardonnay Acquisition Proposal described in Section 1.4 below, being referred to in this Agreement as a “Transfer”). Stockholder Any action taken in violation of the foregoing sentence shall make available be null and void ab initio. If any involuntary Transfer of any of the Subject Riesling Shares or the Subject New Parent Ordinary 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 Riesling Shares or Subject New Parent Ordinary Shares, as applicable, 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. (b) Section 1.3(a) applies mutatis mutandis to the Company certificates representing the Subject Original New Parent Ordinary Shares in order for the Company to mxxx such certificates with legends required by the DGCL regarding the foregoing restrictionsa corresponding undertaking of Riesling.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, Stockholder such Shareholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of the his or her Subject Shares or Subject Warrants or any interest therein (except where the transferee or third party agrees in writing to be bound by the terms hereof)therein, or create or permit to exist any Lien that would prevent Stockholder from tendering or 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 Applicable Law or pursuant to this Agreement, on any such Subject Shares or the Subject WarrantsShares, (ii) enter into any contracts inconsistent with the terms of this Agreement Contract with respect to any transfer of such Subject Shares or Subject Warrants 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 or Subject Warrants 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) aboveabove shall be permitted hereunder as a 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 writing to be bound by the terms hereof (a copy of which written agreement shall promptly be provided to Parent) and such transfer shall not relieve any conversion, exchange Shareholder of any of his or other disposition her obligations hereunder. (b) Any attempted transfer of the Subject Shares or any interest therein in connection violation of this Section 2.02 shall be null and void. In furtherance of this Agreement, such Shareholder shall and hereby does authorize the Company and Merger Subsidiary’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with an Acquisition Proposal described in Section 1.4 below, being referred respect to in all of his or her Subject Shares (and that this Agreement as a “Transfer”places limits on the voting and transfer of his or her Subject Shares). Stockholder ; provided that any such stop transfer restriction shall make available to terminate upon the Company certificates representing termination of this Agreement in accordance with its terms and, upon such event, Parent shall notify the Subject Shares in order for the Company to mxxx Company’s transfer agent of such certificates with legends required by the DGCL regarding the foregoing restrictionstermination.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreementhereunder, Stockholder Shareholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of the his or her Subject Shares or Subject Warrants or any interest therein (except where the transferee or third party agrees in writing to be bound by the terms hereof)therein, or create or permit to exist any Lien that would prevent Stockholder from tendering or 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 Applicable Law or pursuant to this Agreement, on any such his, her or its Subject Shares or the Subject WarrantsShares, (ii) enter into any contracts inconsistent with the terms of this Agreement Contract with respect to any transfer of his, her or its Subject Shares or Subject Warrants 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 his, her or its Subject Shares or Subject Warrants relating to the subject matter hereof, (iv) deposit or permit the deposit of the his, her or its 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 Shareholder herein untrue or incorrect. (b) Any attempted transfer of any of the actions set forth in clauses (i) through (v) aboveSubject Shares or any interest therein, and including the tendering of any conversion, exchange or other disposition of the Subject Shares in connection the Offer, in violation of this Section 4.2 shall be null and void. In furtherance of this Agreement, Shareholder shall and hereby does authorize the Company and Merger Sub’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with an Acquisition Proposal described in Section 1.4 belowrespect to all of his, being referred to in her or its Subject Shares (and that this Agreement as a “Transfer”places limits on the voting and transfer of his, her or its Subject Shares). Stockholder ; provided that any such stop transfer restriction shall make available terminate on the later to occur of (i) the Company certificates representing termination of this Agreement in accordance with its terms or (ii) immediately following the Subject purchase of the Shares in order for by Parent pursuant to Section 1.2 and, upon termination of such stop transfer restriction, Parent shall notify the Company to mxxx Company’s transfer agent of such certificates with legends required by the DGCL regarding the foregoing restrictionstermination.

No Transfers; No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreementhereunder, each Stockholder shall notagrees, 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 or Subject Warrants Securities or any interest therein (except for 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 Lien 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 the Subject Securities (collectively, “Encumbrances”) that would prevent such Stockholder from tendering or 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 law on any such Subject Shares or the Subject Warrants, Securities; (ii) enter into any contracts inconsistent with the terms of this Agreement contract, option or other agreement, arrangement or understanding with respect to any transfer of Subject Shares or Subject Warrants Securities or any interest therein, therein 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 or Subject Warrants 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 connection with an a transaction related to a Chardonnay Acquisition Proposal described in Section 1.4 belowProposal, 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 a Stockholder’s Subject Securities are represented by certificates, such Stockholder shall make available to the Company such certificates representing the Subject Shares in order for the Company to mxxx xxxx such certificates with legends required by the DGCL regarding the foregoing Transfer restrictions. If any involuntary Transfer of any of the Subject 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 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 hereunder or under the Merger Agreement, Stockholder such Shareholder shall not, directly or indirectly, , (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of the his or her Subject Shares or Subject Warrants or any interest therein (except where the transferee or third party agrees in writing to be bound by the terms hereof)therein, or create or permit to exist any Lien that would prevent Stockholder from tendering or 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 any applicable Law Legal Requirement or pursuant to this Agreement, on any such Subject Shares or the Subject Warrants, Shares, (ii) enter into any contracts inconsistent with the terms of this Agreement contract or agreement with respect to any transfer of such Subject Shares or Subject Warrants 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 or Subject Warrants 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 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) aboveabove shall be permitted hereunder as a 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; and provided further that prior to such transfer, the transferee shall agree in writing to be bound by the terms hereof (a copy of which written agreement shall promptly be provided to Purchaser) and such transfer shall not relieve any conversion, exchange Shareholder of any of his or other disposition her obligations hereunder. (b) Any attempted transfer of the Subject Shares or any interest therein in connection violation of this Section 2.02 shall be null and void. In furtherance of this Agreement, such Shareholder shall and hereby does authorize Enpath and Merger Sub's counsel to notify Enpath's transfer agent that there is a stop transfer restriction with an Acquisition Proposal described in Section 1.4 below, being referred respect to in all of his or her Subject Shares (and that this Agreement as a “Transfer”places limits on the voting and transfer of his or her Subject Shares). Stockholder ; provided that any such stop transfer restriction shall make available to terminate upon the Company certificates representing the Subject Shares termination of this Agreement in order for the Company to mxxx accordance with its terms and, upon such certificates with legends required by the DGCL regarding the foregoing restrictionsevent, Purchaser shall notify Enpath's transfer agent of such termination.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Definitive Agreement, Stockholder the Stockholders shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of the Subject their Insider Shares or Subject Warrants or any interest therein (except where the transferee or third party agrees in writing to be bound by the terms hereof)therein, or create or permit to exist any Lien that would prevent Stockholder from tendering lien or 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 or the Subject WarrantsInsider Shares, (ii) enter into any contracts inconsistent with the terms of this Agreement agreements or commitments (written or oral) with respect to any transfer of Subject such Insider Shares or Subject Warrants 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 or Subject Warrants relating to the subject matter hereofsuch Insider Shares, (iv) deposit or permit the deposit of the Subject such Insider Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject such Insider 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 actions set forth Stockholder herein untrue or incorrect. (b) Any attempted transfer of Insider Shares or any interest therein in clauses violation of this Section 2.02 shall be null and void. In furtherance of this Agreement, the Stockholders shall and hereby do authorize the Company and Magic Hat's counsel to notify the Company's transfer agent that there is a stop transfer restriction with respect to all of their Insider Shares (i) through (v) above, and any conversion, exchange or other disposition of the Subject Shares in connection with an Acquisition Proposal described in Section 1.4 below, being referred to in that this Agreement as a “Transfer”places limits on the voting and transfer of its Insider Shares). Stockholder ; provided, that any such stop transfer restriction shall make available to terminate upon the Company certificates representing the Subject Shares termination of this Agreement in order for the Company to mxxx accordance with its terms and, upon such certificates with legends required by the DGCL regarding the foregoing restrictionsevent, Magic Hat shall notify Company's transfer agent of such termination.

No Transfers; No Inconsistent Arrangements. Except as provided hereunder or under hereunder, the Merger Agreement, Stockholder shall notShareholder 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 Subject Warrants 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 Lien 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 shareholder in respect of the Subject Shares (collectively, “Encumbrances”) that would prevent Stockholder the Shareholder from tendering or 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 law on any such Subject Shares or the Subject Warrants, Shares; (ii) enter into any contracts contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement with respect to any transfer of Subject Shares or Subject Warrants 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 or Subject Warrants 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 connection with a transaction related to an Acquisition Competing Proposal described in Section 1.4 below, being referred to in this Agreement as a “Transfer”). Stockholder Any action taken in violation of the foregoing sentence shall be null and void ab initio. To the extent the Shareholder’s Subject Shares are represented by certificates, the Shareholder shall make available to the Company such certificates representing the Subject Shares in order for the Company to mxxx 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 or under the Merger Agreementhereunder, each Stockholder shall notagrees, 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 or Subject Warrants Securities or any interest therein (except for 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 Lien 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 the Subject Securities (collectively, “Encumbrances”) that would prevent such Stockholder from tendering or 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 law on any such Subject Shares or the Subject Warrants, Securities; (ii) enter into any contracts inconsistent with the terms of this Agreement contract, option or other agreement, arrangement or understanding with respect to any transfer of Subject Shares or Subject Warrants Securities or any interest therein, therein 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 or Subject Warrants 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 connection with an a transaction related to a Chardonnay Acquisition Proposal described in Section 1.4 belowProposal, 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 a Stockholder’s Subject Securities are represented by certificates, such Stockholder shall make available to the Company such certificates representing the Subject Shares in order for the Company to mxxx such certificates with legends required by the DGCL regarding the foregoing Transfer restrictions. If any involuntary Transfer of any of the Subject 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 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 hereunder or under the Merger Agreement, Stockholder such Shareholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of the its Subject Shares or Subject Warrants Shares, or any interest therein (except where the transferee or third party agrees in writing to be bound by the terms hereof)therein, or create, agree to create or voluntarily permit to exist any Lien that would prevent Stockholder from tendering or 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 or pursuant to this Agreement, on any such Subject Shares or the Subject WarrantsShares, (ii) enter into any contracts inconsistent with the terms of this Agreement Contract with respect to any transfer of such Subject Shares or Subject Warrants 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 or Subject Warrants relating to the subject matter hereofShares, (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, Shares or (v) 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 Shareholder herein untrue or incorrect; provided, however, that the actions set forth Shareholder may determine, in clauses (i) through (v) aboveits sole discretion, and any conversion, exchange or other disposition of to tender the Subject Shares in connection with an Acquisition Proposal described the Offer, but is under no obligation to do so. Notwithstanding the foregoing, such Shareholder may make transfers of Subject Shares by will or by operation of law or other transfers pursuant to charitable gifts or donations or for estate planning purposes, in Section 1.4 below, being referred to in this Agreement as a “Transfer”). Stockholder shall make available to the Company certificates representing which case the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in order for writing to be bound by the terms and conditions of this Agreement. (b) Any attempted transfer of Subject Shares, or any interest therein, in violation of this Section 3.3 shall be null and void. In furtherance of this Agreement, such Shareholder shall and hereby does authorize the Company to mxxx notify the Company’s transfer agent that there is a stop transfer restriction with respect to all of its Subject Shares (and that this Agreement places limits on the voting and transfer of its Subject Shares) pursuant to the terms of this Agreement; provided, that any such certificates stop transfer restriction shall terminate automatically, without any notice or other action by any person, upon the termination of this Agreement in accordance with legends required by Section 4.3 and, upon such event, Parent and the DGCL regarding Company shall promptly notify the foregoing restrictionsCompany’s transfer agent of such termination.

No Transfers; No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreementhereunder, Stockholder shall noteach 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 Subject Warrants 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 Lien 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 shareholder in respect of the Subject Shares (collectively, “Encumbrances”) that would prevent Stockholder such Shareholder from tendering or 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 law on any such Subject Shares or the Subject Warrants, Shares; (ii) enter into any contracts contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement with respect to any transfer of Subject Shares or Subject Warrants 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 or Subject Warrants 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 connection with a transaction related to an Acquisition Competing Proposal described in Section 1.4 below, being referred to in this Agreement as a “Transfer”). Stockholder Any action taken in violation of the foregoing sentence shall be null and void ab initio. To the extent a Shareholder’s Subject Shares are represented by certificates, such Shareholder shall make available to the Company such certificates representing the Subject Shares in order for the Company to 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.