Common use of No Transfers Clause in Contracts

No Transfers. Except as provided in the last sentence of this Section 3(b), the Stockholder agrees not to, and to cause any record holder of any Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares (or any interest therein) to any Person, other than the exchange of the Subject Shares for Merger Consideration in accordance with the Merger Agreement, or (ii) grant any proxies, or deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the Subject Shares, other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), the Stockholder further agrees not to commit or agree to take, and to cause any record holder of any Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, the Stockholder shall have the right to Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “the Stockholder” for all purposes of this Agreement; provided, however, that no such transfer shall relieve the Stockholder from its obligations under this Agreement with respect to any Subject Shares.

No Transfers. Except as provided in the last sentence of this Section 3(b), the such Stockholder agrees not to, and to cause any record holder of any its Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of its Subject Shares (or any interest therein) to any Person, other than the exchange of the its Subject Shares for Merger Consideration Parent Common Stock in accordance with the Merger Agreement, Agreement or (ii) grant any proxies, or deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the its Subject Shares, other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), the such Stockholder further agrees not to commit or agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, the such Stockholder shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “the a Stockholder” for all purposes of this Agreement; provided, however, that no such transfer shall relieve the such Stockholder from its obligations under this Agreement with respect to any Subject SharesShares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which such Stockholder retains the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period; provided that no such transaction shall (x) in any way limit any of the obligations of such Stockholder under this Agreement, or (y) have any adverse effect on the ability of the Stockholders to perform their obligations under this Agreement.

No Transfers. Except as provided in the last sentence of this Section 3(b), the such Stockholder agrees not to, and to cause any record holder of any its Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of its Subject Shares (or any interest therein) to any Person, other than the exchange of the its Subject Shares for Merger Consideration in accordance with the Merger Agreement, Agreement or (ii) grant any proxies, or deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the its Subject Shares, other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), the such Stockholder further agrees not to commit or agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, the such Stockholder shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “the Stockholder” for all purposes of this Agreement; provided, however, that no such transfer shall relieve the such Stockholder from its obligations under this Agreement with respect to any Subject SharesShares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which such Stockholder retains the sole right to vote its Subject Shares during the Applicable Period; provided that no such transaction shall (x) in any way limit any of the obligations of such Stockholder under this Agreement, or (y) have any adverse effect on the ability of the Stockholder to perform its obligations under this Agreement.

No Transfers. Except as provided in (a) The Covered Shareholder hereby agrees, during the last sentence of this Section 3(b), the Stockholder agrees not to, and to cause any record holder of any Subject SharesTerm, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer sell, transfer, pledge, encumber (other than Permitted Liens (as hereinafter defined)), assign or otherwise dispose of (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise), or enter into any agreementcontract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to to, the Transfer sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any Subject or all of its Covered Shares (or any interest therein) to any Personsuch action, other than the exchange of the Subject Shares for Merger Consideration in accordance with the Merger Agreementa “Transfer”), or (ii) grant any proxiesproxies or powers of attorney with respect to its Covered Shares, or deposit any Subject such Covered Shares into any a voting trust or enter into any voting arrangement, whether by proxy, a voting agreement or otherwise, with respect to the Subject any such Covered Shares, in each case with respect to any vote on the approval and adoption of the Merger Agreement or any other than pursuant to this Agreement. Subject to the last sentence matters set forth in Section 1(a) of this Section 3(b), the Stockholder further agrees not to Agreement or (iii) commit or agree to take, and to cause any record holder of any Subject Shares not to commit or agree to take, take any of the foregoing actions during the Applicable Period. Term. (b) Notwithstanding the foregoingSection 2(a) hereof, the Stockholder shall have Covered Shareholder may make Transfers of Covered Shares (i) by will, (ii) by operation of Law, (iii) for estate planning purposes, (iv) for charitable purposes or as charitable gifts or donations, (v) to any of its affiliates, (vi) to fund a tax liability arising from the right exercise or vesting of any equity incentives in the Company held by the Covered Shareholder, including any withholding obligations, or to Transfer its Subject Shares effect any net settlement, or to an Affiliate if and only if pay the exercise price in respect, of any such Affiliate shall have agreed equity incentives, (vii) with Parent’s prior written consent, (viii) to any person who agrees in writing, in a manner acceptable in writing (the form and substance of which is reasonably acceptable to Parent, (i) to accept be bound by the terms and conditions of this Agreement, or (ix) after the receipt of the Company Shareholder Approval, provided that (I) in the case of clause (v), the existing Covered Shareholder shall be responsible for any failure of such Subject Shares subject transferee to comply with the terms and conditions of this Agreement, and (iiII) in each of the cases in clause (i)-(vii), (A) the Covered Shares shall continue to be bound by this Agreement as if it were “Agreement, and (B) each transferee agrees in writing to be bound by the Stockholder” for all purposes terms and conditions of this Agreement by executing and delivering to Parent a joinder, substantially in the form attached as Exhibit A hereto. For the avoidance of doubt, if the Covered Shareholder is not an individual, nothing in this Agreement shall restrict any direct or indirect Transfers of any equity interests in the Covered Shareholder. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement; provided, howeverthe Covered Shareholder may Transfer, that or enter into any contract with respect to any Transfer of, all or any portion of the Covered Shares at any time after the Company Shareholder Approval shall have been obtained, and, if as a result of such Transfer the Covered Shareholder ceases to be the record or beneficial owner of such Covered Shares, the Covered Shareholder shall have no such transfer shall relieve the Stockholder from its obligations under pursuant to this Agreement with respect to such Covered Shares; provided, that, notwithstanding any such Transfer, the Covered Shareholder’s obligations pursuant to Section 4(b) and Section 4(d) shall survive in accordance with their respective terms for the duration of the Term. (c) Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 2 shall be null and void. (d) Subject Sharesto Section 3, the Covered Shareholder hereby agrees that the Covered Shareholder shall not, and shall cause its controlled affiliates, and shall use reasonable best efforts to cause its representatives and agents (including its investment bankers, attorneys and accountants) (collectively, including the Covered Shareholder’s controlled affiliates, its “Representatives”) not to, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any information to, or afford any access to the properties, books or records of the Company or any of its Subsidiaries to, enter into any agreement with, or otherwise take any other action to assist or facilitate, any person (other than Parent or Sub or any of their respective Representatives) relating to any Competing Proposal. The Covered Shareholder shall immediately cease any existing discussions or negotiations conducted heretofore by the Covered Shareholder with respect to any Competing Proposal. The Covered Shareholder shall promptly communicate to Parent the terms of any Competing Proposal (or any discussion, negotiation or inquiry with respect thereto) directed to or involving the Covered Shareholder solely in its capacity as a stockholder of the Company and not as a director or officer of the Company, including the identity of the person making such Competing Proposal or inquiry which it may receive. Any willful violation of the foregoing restrictions by the Covered Shareholder or any of its Representatives shall be deemed to be a material breach of this Agreement by the Covered Shareholder.

No Transfers. Except Each Holder agrees that, prior to the Termination Date, except as provided in the last sentence of contemplated by this Section 3(b)Agreement, the Stockholder agrees Merger Agreement or any other Transaction Document, it shall not, and shall cause its Affiliates not to, and to cause any record holder of any Subject Shares, not to, without Landcadia’s prior written consent (which consent may be given or withheld by Landcadia in any such case its sole discretion): (i) directly or indirectly, during the Applicable Period offer for sale, sell (i) Transfer including short sales), transfer, tender, pledge, convert, encumber, assign or otherwise dispose of (including by gift, merger, tendering into any tender offer or exchange offer or otherwise), either voluntarily or involuntarily (collectively, a “Transfer”), or enter into any agreementcontract, option option, derivative, hedging or other agreement or arrangement or understanding (including any profit profit-sharing arrangement) with respect to the to, or consent to, a Transfer of, any Subject Shares (or any interest therein) to any Person, other than the exchange all of the Subject Shares for Merger Consideration in accordance with the Merger Agreement, or Covered Shares; (ii) grant any proxies, proxies or deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, powers of attorney with respect to any or all of the Subject Shares, Covered Shares (except in connection with voting by proxy at a meeting of stockholders of H▇▇▇▇▇▇ as contemplated by Section 1 of this Agreement); (iii) permit to exist any Lien with respect to any or all of the Covered Shares other than pursuant to those created by this Agreement. Subject to the last sentence of this Section 3(b), the Stockholder further agrees not to commit or agree to take, and to cause any record holder of any Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, the Stockholder this Section 3.1 shall have the right to not prohibit a Transfer its Subject of Covered Shares by any Holder to an Affiliate if and of such Holder; provided that such Transfer shall be permitted only if if, prior to or in connection with such Affiliate shall have agreed Transfer, the transferee agrees in writing, in a manner acceptable reasonably satisfactory in form and substance to ParentLandcadia, (i) to accept assume all of the obligations of such Subject Shares subject to the terms Holder hereunder and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “the Stockholder” for all purposes terms of this Agreement; provided, however, provided further that no such transfer any Transfer permitted under this Section 3.1 shall not relieve the Stockholder from Holder of its obligations under this Agreement with respect to any Subject SharesAgreement. Any transfer in violation of this Section 3.1 shall be null and void ab initio.

No Transfers. Except as provided in During the last sentence Applicable Period, [each][the] Subject Shareholder hereby agrees that [such][the] Subject Shareholder shall not, directly or indirectly: (a) sell, convey, assign, transfer (including by succession or otherwise by operation of this Section 3(bLaw), the Stockholder agrees not toexchange, and to cause any record holder pledge, hypothecate or otherwise encumber or dispose of any Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period ; (ib) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares (or any interest therein) to any Person, other than the exchange of the Subject Shares for Merger Consideration in accordance with the Merger Agreement, or (ii) grant any proxies, or deposit any Subject Shares into any a voting trust or enter into any voting arrangement, whether by proxy, a voting agreement or otherwiseany other arrangement with respect to any Subject Shares or, except as otherwise provided in this Section 1.02, grant or purport to grant any proxy or power of attorney with respect thereto; (c) enter into any contract, option, call or other arrangement or undertaking with respect to the sale, conveyance, assignment, transfer (including by succession or otherwise by operation of Law), exchange, pledge, hypothecation or other encumbrance or disposition, or limitation on the voting rights, of any Subject Shares; (d) otherwise grant, permit or suffer the creation of any Liens on any Subject Shares (other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), the Stockholder further agrees not to applicable restrictions on transfer under U.S. state or federal securities or “blue sky” Laws) or (e) commit or agree to take, and to cause any record holder of any Subject Shares not to commit or agree to take, take any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, the Stockholder shall have the right to Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed (any action described in writing, in a manner acceptable in form and substance to Parentclauses (a), (ib), (c), (d) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were e), a “the Stockholder” for all purposes of this AgreementTransfer”); provided, however, that no the foregoing shall not prohibit Transfers (i) to any member of [such][the] Subject Shareholder’s immediate family, or to a trust for the benefit of [such][the] Subject Shareholder or any member of a Subject Shareholder’s immediate family, so long as, prior to and as a condition to the effectiveness of any such transfer Transfer, such transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Annex A, (ii) between or among any Subject Shareholder, (iii) under any Subject Shareholder’s will or pursuant to laws of descent and distribution, so long as, prior to and as a condition to the effectiveness of any such Transfer, such transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Annex A or (iv) to the Company with the exercise, net settlement or tax withholding provisions of equity awards granted pursuant to the Company’s Shareholder-approved equity incentive plans. Any Transfer or action in violation of this Section 1.02 shall relieve be void ab initio. If any involuntary Transfer of any of Subject Shares occurs, the Stockholder from its obligations transferee (and all transferees and subsequent transferees of such transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement with respect to any Subject SharesAgreement, which shall continue in full force and effect during the Applicable Period.

No Transfers. Except as provided in the second to last sentence of this Section 3(b), the such Stockholder agrees not to, and to cause any record holder of any its Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of its Subject Shares (or any interest therein) to any Person, other than the exchange of the its Subject Shares for Merger Consideration in accordance with the Merger Agreement, Agreement or (ii) grant any proxies, or deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the its Subject Shares, other than pursuant to this Agreement. Subject to the second to last sentence of this Section 3(b), the such Stockholder further agrees not to commit or agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, the such Stockholder shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “the Stockholder” for all purposes of this Agreement; provided, however, that no such transfer shall relieve the such Stockholder from its obligations under this Agreement with respect to any Subject Shares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which such Shareholder retains its Subject Shares and the sole right to vote, exercise dissenters’ rights with respect to and dispose of its Subject Shares during the Applicable Period, provided that no such transaction shall (x) in any way limit any of the obligations of such Stockholder under this Agreement, or (y) have any adverse effect on the ability of the Stockholder to perform its obligations under this Agreement. For purposes of this Section 3(b) only, the term “Subject Shares” shall include the Company Warrants and any shares of Company Common Stock issuable upon exercise of any Company Warrant.

No Transfers. Except as provided in the last sentence of this Section 3(b), the The Stockholder hereby agrees not to, and to cause any record holder of any Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer sell, assign, transfer (including by operation of Law), pledge, dispose of or otherwise encumber, or otherwise agree to do any of the foregoing (each, a “Transfer”) in respect of any of the Stockholder’s Covered Shares, (ii) deposit any of the Stockholder’s Covered Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (iii) enter into any agreement, option or other arrangement or undertaking with respect to the direct or indirect sale, assignment, transfer (including by operation of Law) or other disposition by the Stockholder of any profit sharing arrangementof the Stockholder’s Covered Shares or (iv) take any action that would make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing the Stockholder’s obligations hereunder, except, in each case, pursuant to, or in furtherance of, the Transactions; provided, however, that the Stockholder may transfer any of the Stockholder’s Covered Shares to any Permitted Transferee; provided, further, that prior to and as a condition to the effectiveness of such Transfer, each Person to whom any of the Stockholder’s Covered Shares or any interest in any of such Covered Shares is or may be transferred shall have executed and delivered to Acquiror a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement. Any Transfer of any Covered Shares in violation of any provision of this Agreement shall be void ab initio and of no force or effect. “Permitted Transferee” shall mean (a) with respect to the Transfer ofany Person that is an individual, any Subject Shares (or member of such individual’s immediate family and/or any interest therein) to any Persontrust, other than the exchange of the Subject Shares for Merger Consideration in accordance with the Merger Agreementpartnership, limited liability company, or other similar estate planning vehicle that such individual controls and the beneficiaries of which are only such individual or such individual’s immediate family, and any other transferee who receives Covered Shares by will or the Laws of descent and distribution; and (iib) grant any proxies, or deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any other Person, any Affiliate of such Person. Without limiting the Subject foregoing, nothing in this Agreement shall limit the right of the Stockholder, or obligate or require the Stockholder to, exercise an option to purchase any Company Shares, other than pursuant to . In furtherance of this Agreement. Subject to the last sentence of this Section 3(b), the Stockholder further agrees hereby authorizes the Company to enter, or cause its transfer agent to enter, a stop transfer order with respect to all of the Stockholder’s Covered Shares with respect to any Transfer not permitted hereunder. In the event that the Stockholder intends to commit or agree to take, and to cause any record holder undertake a Permitted Transfer of any Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoingStockholder’s Covered Shares, the Stockholder shall have provide notice thereof to Acquiror and shall authorize the right Company to, or authorize the Company to Transfer instruct its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parenttransfer agent to, (i) lift any stop transfer order in respect of the Stockholder’s Covered Shares to accept be so Transferred in order to effect such Subject Shares subject Permitted Transfer only upon certification by Acquiror (which shall not be unreasonably withheld, conditioned or delayed) that the written agreement to be entered into by the terms and conditions of this Agreement, and (ii) transferee agreeing to be bound by this Agreement as if it were “pursuant to Section 6(b) hereof is satisfactory to Acquiror and (ii) re-enter any stop transfer order in respect of the Stockholder” for all purposes ’s Covered Shares to be so Transferred upon completion of this Agreement; provided, however, that no such transfer shall relieve the Stockholder from its obligations under this Agreement with respect to any Subject SharesPermitted Transfer.

No Transfers. Except as provided in the second to last sentence of this Section 3(b), the such Stockholder agrees not to, and to cause any record holder of any its Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of its Subject Shares (or any interest therein) to any Person, other than the exchange of the its Subject Shares for Merger Consideration in accordance with the Merger Agreement, Agreement or (ii) grant any proxies, or deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the its Subject Shares, other than pursuant to this Agreement. Subject to the second to last sentence of this Section 3(b), the such Stockholder further agrees not to commit or agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Any attempted Transfer by such Stockholder of its Subject Shares (or of any interest therein) in violation of this Section 3(b) shall be null and void. Notwithstanding the foregoing, the such Stockholder shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to ParentKrypton, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “the Stockholder” for all purposes of this Agreement; provided, however, that no such transfer Transfer shall relieve the such Stockholder from its obligations under this Agreement with respect to any Subject SharesShares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which such Stockholder retains its Subject Shares and the sole right to vote, exercise dissenters' rights with respect to and dispose of its Subject Shares during the Applicable Period, provided that no such transaction shall (x) in any way limit any of the obligations of such Stockholder under this Agreement, or (y) have any adverse effect on the ability of the Stockholder to perform its obligations under this Agreement.

No Transfers. Except as provided in the last sentence of this Section 3(b), the Stockholder agrees not to, and to cause any record holder of any its Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of its Subject Shares (or any interest therein) to any Person, other than the exchange of except that Stockholder shall be entitled to sell the Subject Shares as reflected on Schedule B hereto (prior to giving effect to any stock split or reverse stock split) for Merger Consideration in accordance with the Merger Agreementtax planning purposes, or (ii) grant any proxies, or deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the its Subject Shares, other than pursuant to this AgreementAgreement (which, for the avoidance of doubt, shall not prevent the Stockholder from granting any proxy or entering into any voting agreement with respect to matters other than those set forth in Section 3(a)). Subject to the second to last sentence of this Section 3(b), the Stockholder further agrees not to commit or agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Any attempted Transfer by the Stockholder of its Subject Shares (or of any interest therein) in violation of this Section 3(b) shall be null and void. Notwithstanding the foregoing, the Stockholder shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to ParentQuartz, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “the Stockholder” for all purposes of this Agreement; provided, however, that no such transfer Transfer shall relieve the Stockholder from its obligations under this Agreement with respect to any Subject SharesShares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which the Stockholder retains its Subject Shares and the sole right to vote, exercise dissenters' rights with respect to and dispose of its Subject Shares during the Applicable Period, provided that no such transaction shall (x) in any way limit any of the obligations of the Stockholder under this Agreement, or (y) have any adverse effect on the ability of the Stockholder to perform its obligations under this Agreement.

No Transfers. (a) Except as provided expressly set forth in this Agreement, the last sentence Shareholder shall not, without the prior written consent of this Section 3(bParent (which may be withheld for any reason or for no reason), the Stockholder agrees not to, and to cause any record holder of any Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer grant any proxies or enter into any voting agreement, option voting trust, power-of-attorney, consent or other agreement or arrangement (including any profit sharing arrangement) with respect to the Transfer of, voting of any Subject Shares (or any interest therein) to any PersonShares, other than any proxies, voting trusts or voting agreements or arrangements that are not inconsistent and could not reasonably be expected to interfere in any manner with the exchange voting obligations of the Subject Shares for Merger Consideration Shareholder contained in accordance with this Agreement or the Merger agreements made under this Agreement, or (ii) grant any proxiessell, assign, transfer, hypothecate, pledge, encumber, permit the creation of a lien upon, or deposit otherwise dispose of (including by merger, consolidation or otherwise by operation of law) (any Subject Shares into any voting trust of the foregoing, a “Transfer”), or enter into any voting arrangementcontract, whether by proxyoption, voting agreement hedging, derivative transaction or otherwise, other arrangement or understanding with respect to the Subject Sharesdirect or indirect Transfer of, other than pursuant any Shares or any right, title or interest therein or related thereto. Without limiting the foregoing, as a condition to this Agreement. Subject any consent of Parent to the last sentence of this Section 3(b), the Stockholder further agrees not to commit or agree to take, and to cause any record holder of any Subject Shares not to commit or agree to take, any of the foregoing actions described in clause (i) or (ii) above, (x) the person receiving the proxy or entering into any voting trust, power-of-attorney or other agreement or arrangement with respect to any voting of any Shares during the Applicable Period. Notwithstanding term of this Agreement or (y) the foregoingtransferee in respect of such Transfer or who receives the rights under any contract, option or other arrangement or understanding with respect to the Stockholder shall have the right to direct or indirect Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed of any Shares, must agree in writing, in a manner an instrument reasonably acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as a Shareholder hereunder. Notwithstanding the foregoing, with the prior written consent of Parent, a Shareholder may Transfer its Shares to an immediate family member or to a trust solely for estate planning purposes, if it were “such immediate family member or trustee, as the Stockholder” for all purposes case may be, agrees in writing, in an instrument reasonably acceptable to Parent, to be bound by this Agreement as a Shareholder hereunder. (b) The Shareholder shall not request that the Company or its transfer agent register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of such Subject Shares (and any other Shares that are beneficially owned by the Shareholder), unless such Transfer is made in compliance with this Agreement; provided. (c) In the event of a stock dividend or distribution, howeveror any change in the Shares by reason of any stock dividend or distribution, that no or any change in the Shares by reason of any stock dividend, split-up, recapitalization, reclassification, combination, exchange of shares or the like, the terms “Shares” or “Subject Shares” shall be deemed to refer to and include the Shares or Subject Shares, as well as all such transfer stock dividends and distributions and any shares into which or for which any or all of the Shares or Subject Shares may be changed or exchanged. The Shareholder shall relieve be entitled to receive any cash dividend paid by the Stockholder from its obligations under this Agreement Company with respect to any Subject Sharesthe Shares during the term of this Agreement until the Effective Time.

No Transfers. Except as provided in the last sentence of this Section 3(b)Each Holder, the Stockholder agrees severally and not tojointly, and to cause any record holder of any Subject Shares, not to, in any such case directly or indirectlyagree that, during the Applicable Period (i) Transfer or enter into any agreementVoting Period, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer ofsuch Holder shall not, any Subject Shares (or any interest therein) to any Person, other than the exchange of the Subject Shares for Merger Consideration in accordance with the Merger Agreement, or (ii) grant any proxies, or deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the Subject Sharesand shall cause its Affiliates not to, other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), the Stockholder further agrees not to commit Merger Agreement or agree to takethe Transactions, without the Purchaser’s and to cause any record holder of any Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, the Stockholder shall have the right to Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to ParentCompany’s prior written consent, (i) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Subject Shares; (ii) grant any proxies or powers of attorney with respect to accept such any or all of the Subject Shares subject (other than a proxy granted to a representative of such Holder to attend and vote at a meeting which is voted in accordance with this Agreement); (iii) permit to exist any lien of any nature whatsoever (other than those imposed by the terms and conditions of Merger Agreement, this Agreement, and the other Ancillary Documents, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Subject Shares; or (iiiv) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting in any material respect such Holder’s ability to be bound by this Agreement as if it were “the Stockholder” for all purposes of this Agreement; provided, however, that no such transfer shall relieve the Stockholder from perform its obligations under this Agreement with respect to Agreement. The Company hereby agrees that it shall not permit any Transfer of the Subject Shares in violation of this Agreement. Such Holder agrees with, and covenants to, the Purchaser and the Company that such Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Subject SharesShares during the Voting Period without the prior written consent of the Purchaser and the Company, and the Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Except as provided in Each Holder agrees that during the last sentence of this Section 3(b)Voting Period it shall not, the Stockholder agrees and shall cause its Affiliates not to, and to cause any record holder without SPAC’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of any Subject Shares(including by gift) (collectively, not to, in any such case directly or indirectly, during the Applicable Period a “Transfer”); (iB) Transfer or enter into any agreementcontract, option option, derivative, hedging or other agreement or arrangement or understanding (including any profit profit-sharing arrangement) with respect to the to, or consent to, a Transfer of, any Subject Shares (or any interest therein) to any Person, other than the exchange all of the Subject Shares for Merger Consideration in accordance with the Merger Agreement, or Stock; (iiC) grant any proxies, proxies or deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, powers of attorney with respect to any or all of the Subject Shares, Stock; (D) permit to exist any lien of any nature whatsoever (other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), the Stockholder further agrees not to commit or agree to take, and to cause any record holder of any Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, the Stockholder shall have the right to Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of those imposed by this Agreement, and applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Subject Stock; or (iiE) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting such Holder’s ability to be bound by this Agreement as if it were “the Stockholder” for all purposes of perform its obligations under this Agreement; provided, however, that no the foregoing restrictions shall not apply to any Transfer (a “Permitted Transfer”): (i) to any Affiliate of such transfer Holder, including to any member, partner, stockholder, or other equity holder of such Holder, or to any family member or trust for the benefit of such Holder or such Holder’s family members, (ii) by will or intestate succession upon the death of such ▇▇▇▇▇▇, (iii) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union, or (iv) with the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, that any Permitted Transfer shall relieve be permitted only if, as a precondition to such Transfer, the Stockholder from its transferee agrees in a writing, reasonably satisfactory in form and substance to SPAC, to assume all of the obligations under of such Holder under, and be bound by all of the terms of, this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Subject Stock in violation of this Agreement. Each Holder agrees with, and covenants to, SPAC that such Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated share representing any Subject Stock during the term of this Agreement with respect to without the prior written consent of SPAC, and the Company hereby agrees that it shall not effect any Subject Sharessuch Transfer.

No Transfers. (a) Except as provided set forth in this Agreement, such Stockholder shall not, without the last sentence prior written consent of this Section 3(bParent (which may be withheld for any reason or for no reason), the Stockholder agrees not to, and to cause any record holder of any Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer grant any proxies or enter into any agreementvoting trust, option power-of-attorney or other agreement or arrangement (including any profit sharing arrangement) with respect to the Transfer of, voting of any Subject Shares (or any interest therein) to any PersonShares, other than the exchange of the Subject Shares for Merger Consideration any proxies, voting trusts or voting agreements or arrangements that are not inconsistent and could not reasonably be expected to interfere in accordance any manner with the Merger voting obligations of such Stockholder contained in this Agreement or the agreements made or proxy granted to Parent under this Agreement, or (ii) grant any proxiessell, assign, transfer, hypothecate, pledge, encumber, permit the creation of a lien upon, or deposit otherwise dispose of (including by merger, consolidation or otherwise by operation of law) (any Subject Shares into any voting trust of the foregoing, a “Transfer”), or enter into any voting arrangementcontract, whether by proxyoption, voting agreement hedging, derivative transaction or otherwise, other arrangement or understanding with respect to the Subject Sharesdirect or indirect Transfer of, other than pursuant any Shares or any right, title or interest therein or related thereto. Without limiting the foregoing, as a condition to this Agreement. Subject any consent of Parent to the last sentence of this Section 3(b), the Stockholder further agrees not to commit or agree to take, and to cause any record holder of any Subject Shares not to commit or agree to take, any of the foregoing actions described in clause (i) or (ii) above, (x) the person receiving the proxy or entering into any voting trust, power-of-attorney or other agreement or arrangement with respect to any voting of any Shares during the Applicable Period. Notwithstanding term of this Agreement or (y) the foregoingtransferee in respect of such Transfer or who receives the rights under any contract, option or other arrangement or understanding with respect to the Stockholder shall have the right to direct or indirect Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed of any Shares, must agree in writing, in a manner an instrument reasonably acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as a Stockholder hereunder. Notwithstanding the foregoing, with the prior written consent of Parent (which may not be unreasonably withheld, conditioned or delayed), a Stockholder may Transfer its Shares to any controlled affiliate thereof, or, in the case of a Stockholder who is an individual, to a family member (not more remote than a first cousin) or to a trust solely for estate planning purposes, if it were “such affiliate transferee, or family member or trustee, as the case may be, agrees in writing, in an instrument reasonably acceptable to Parent, to be bound by this Agreement as a Stockholder hereunder. (b) Each Stockholder shall not request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder” for all purposes ’s Shares and hereby consents to the entry of stop transfer instructions by the Company of any transfer of such Stockholder’s Subject Shares (and any other Shares that are beneficially owned by such Stockholder), unless such transfer is made in compliance with this Agreement; provided. (c) In the event of a stock dividend or distribution, howeveror any change in the Common Stock by reason of any stock dividend or distribution, that no or any change in the Common Stock by reason of any stock dividend, split-up, recapitalization, reclassification, combination, exchange of shares or the like, the terms “Shares” or “Subject Shares” shall be deemed to refer to and include the Shares or Subject Shares, as well as all such transfer stock dividends and distributions and any shares into which or for which any or all of the Shares or Subject Shares may be changed or exchanged. Each Stockholder shall relieve be entitled to receive any cash dividend paid by the Stockholder from its obligations under this Agreement Company with respect to any Subject Sharesthe Shares during the term of this Agreement until the Effective Time.

No Transfers. Except as provided in (a) Until the last sentence earlier of the termination of this Section 3(b)Agreement or the Requisite Presidio Vote and except in connection with the exercise of stock options or settlement of restricted stock units under the Presidio Equity Plans, the Stockholder agrees Shareholder shall not to, and to cause any record holder of any Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period indirectly (i) Transfer sell, transfer, pledge, assign, make any short sale, distribute by gift or donation, or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding as to the sale, transfer, pledge, assignment or other disposition of, any of the Shares (or any securities convertible into or exercisable for Shares) or any interest therein, whether by actual disposition, physical settlement or effective economic disposition through hedging transactions, derivative instruments or other means (each of the foregoing actions in this clause (i), a “Transfer”), (ii) enter into any agreement, option arrangement or other arrangement (including any profit sharing arrangement) understanding with respect to the Transfer of, any Subject Shares (or any interest therein) to any Person, or take any other than the exchange action, that violates or conflicts with or could reasonably be expected to violate or conflict with Shareholder’s representations, warranties, covenants and obligations under this Agreement or (iii) take any other action that could reasonably be expected to impair or otherwise adversely affect Shareholder’s power, authority and ability to comply with and perform Shareholder’s covenants and obligations under this Agreement. Any transfer or other disposition in violation of the Subject terms of this Section 2 shall be null and void. If any involuntary transfer of any of the Shares for Merger Consideration shall occur (including a sale by Shareholder’s trustee in accordance with any bankruptcy or a sale to a purchaser at any creditor’s or court sale), the Merger transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, or which shall continue in full force and effect until termination of this Agreement. (iib) Shareholder shall not deposit any Shares in a voting trust, grant any proxiesproxy or power of attorney, or deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the Subject Shares, other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), the Stockholder further agrees not to commit similar agreement or agree to take, and to cause any record holder of any Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, the Stockholder shall have the right to Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “the Stockholder” for all purposes of this Agreement; provided, however, that no such transfer shall relieve the Stockholder from its obligations under this Agreement arrangement with respect to any Subject of the Shares. (c) Shareholder shall notify HCC promptly (and in any event within three business days) in writing of the number of any additional shares of Presidio Common Stock or other securities of Presidio of which Shareholder acquires beneficial or record ownership on or after the date hereof. (d) Shareholder authorizes and instructs Presidio to enter a stop transfer order as to all of the Shares for the period from the date of this Agreement through the date this Agreement is terminated in accordance with Section 6. Presidio agrees that it shall comply with such stop transfer instructions.

No Transfers. Except as provided (a) While this Agreement is in the last sentence of this Section 3(b)effect, the Stockholder Shareholder agrees not to, and to cause any record holder of any Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer sell, transfer, pledge, assign, make any short sale, distribute by gift or donation, or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Shares (or any securities convertible into or exercisable for Shares) or any interest therein, whether by actual disposition, physical settlement or effective economic disposition through hedging transactions, derivative instruments or other means, (ii) enter into any agreement, option arrangement or other arrangement (including any profit sharing arrangement) understanding with respect to the Transfer of, any Subject Shares (or any interest therein) to any Person, or take any other than the exchange of the Subject Shares for Merger Consideration in accordance action, that violates or conflicts with the Merger or could reasonably be expected to violate or conflict with Shareholder’s representations, warranties, covenants and obligations under this Agreement, or (iiiii) grant take any proxiesother action that could reasonably be expected to impair or otherwise adversely affect, in any material respect, Shareholder’s power, authority and ability to comply with and perform his, her or deposit any Subject Shares into any voting trust its covenants and obligations under this Agreement; provided, that the following transfers shall be permitted: (w) transfers by will or enter into any voting arrangementoperation of law, whether by proxyin which case this Agreement shall bind the transferee, voting agreement or otherwise, with respect to the Subject Shares, other than (x) transfers pursuant to this Agreement. Subject to the last sentence of this Section 3(b)any pledge agreement, the Stockholder further agrees not to commit or agree to take, and to cause any record holder of any Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, the Stockholder shall have the right to Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the pledgee agreeing in writing to be bound by the terms of this Agreement, (y) transfers in connection with estate and conditions tax planning purposes, including transfers to relatives, trusts and charitable organizations, subject to the transferee agreeing in writing to be bound by the terms of this Agreement, and (iiz) such transfers as Buyer may otherwise permit in its sole discretion. Any transfer or other disposition in violation of the terms of this Section 2 shall be null and void. If so requested by Buyer, Shareholder agrees that the certificates representing the Shares shall bear a legend stating that they are subject to be bound by this Agreement as if it were “and to the Stockholder” for all purposes irrevocable proxy granted in Section 4 of this Agreement; provided. (b) Except as provided for herein, howeverShareholder hereby agrees that Shareholder shall not deposit any Shares in a voting trust, that no such transfer shall relieve the Stockholder from its obligations under this Agreement grant any proxy or power of attorney, or enter into any voting agreement or similar agreement or arrangement with respect to any Subject of the Shares.

No Transfers. Except EXHIBIT A (a) While this Agreement is in effect and except as provided in otherwise required by applicable Law, regulation or Governmental Authority or contemplated by the last sentence of Merger Agreement or this Section 3(b)Agreement, the Stockholder agrees not toShareholder shall not, and to cause any record holder of any Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer sell, transfer, pledge, assign, make any short sale, distribute by gift or donation, or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Shares (or any securities convertible into or exercisable for Shares) or any interest therein, whether by actual disposition, physical settlement or effective economic disposition through hedging transactions, derivative instruments or other means (each of the foregoing actions in this clause (i), a “Transfer”), (ii) enter into any agreement, option arrangement or other arrangement (including any profit sharing arrangement) understanding with respect to the Transfer of, any Subject Shares (or any interest therein) to any Person, or take any other than the exchange of the Subject Shares for Merger Consideration in accordance action, that violates or conflicts with the Merger or could reasonably be expected to violate or conflict with Shareholder’s representations, warranties, covenants and obligations under this Agreement, or (iiiii) take any other action that could reasonably be expected to impair or otherwise adversely affect, in any material respect, Shareholder’s power, authority and ability to comply with and perform his, her or its covenants and obligations under this Agreement. Any transfer or other disposition in violation of the terms of this Section 2 shall be null and void. If any involuntary transfer of any of the Shares shall occur (including a sale by Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until a valid termination of this Agreement. (b) Shareholder hereby agrees that Shareholder shall not deposit any Shares in a voting trust, grant any proxiesproxy or power of attorney, or deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the Subject Shares, other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), the Stockholder further agrees not to commit similar agreement or agree to take, and to cause any record holder of any Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, the Stockholder shall have the right to Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “the Stockholder” for all purposes of this Agreement; provided, however, that no such transfer shall relieve the Stockholder from its obligations under this Agreement arrangement with respect to any Subject of the Shares. (c) Shareholder hereby agrees to notify Company promptly (and in any event within five (5) Business Days) in writing of the number of any additional shares of HEOP Common Stock or other securities of HEOP of which Shareholder acquires beneficial or record ownership on or after the date hereof.

No Transfers. (a) Except as provided in pursuant to the last sentence terms of this Section 3(b)Agreement, such Stockholder shall not, without the Stockholder agrees not toprior written consent of Parent or Merger Sub which may be withheld in their sole discretion, and directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to cause any record holder the voting of any Subject Shares, not to, (ii) voluntarily take any action that would or is reasonably likely to (A) make any representation or warranty contained herein untrue or incorrect in any material respect or (B) have the effect in any material respect of preventing such case directly Stockholder from performing its obligations under this Agreement or indirectly(iii) sell, during the Applicable Period assign, transfer, pledge, encumber, distribute, gift or otherwise dispose of (iincluding by merger or otherwise by operation of law) Transfer (collectively , a “Transfer”) or enter into any agreementcontract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the any Transfer of, any Subject Shares (or any interest therein) to any Person, other than the exchange of the Subject Shares for Merger Consideration in accordance with the Merger Agreement, or (ii) grant any proxies, or deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the Subject Shares, other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), the Stockholder further agrees not to commit or agree to take, and to cause any record holder of any Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Periodterm of this Agreement except for Transfers solely for estate planning purposes to any person or entity who becomes party to and bound by the terms of this Agreement as a Stockholder. Notwithstanding the foregoingFor purposes of this Section 3.01, the Stockholder term “sell” or “sale” or any derivatives thereof shall have the right to Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent, include (i) to accept such Subject Shares subject to the terms and conditions a sale, Transfer or disposition of this Agreementrecord or beneficial ownership, or both and (ii) to be bound by this Agreement as if it were “the Stockholder” for all purposes of this Agreement; provided, however, that no such transfer shall relieve the Stockholder from its obligations under this Agreement a short sale with respect to Common Stock or substantially identical property, entering into or acquiring an offsetting derivative contract with respect to Common Stock or substantially identical property, entering into or acquiring a futures or forward contract to deliver Common Stock or substantially identical property or entering into any Subject Sharestransaction that has the same effect as any of the foregoing. The Stockholders further agree that they shall fully cooperate with Parent, as and to the extent reasonably requested by Parent, to effect the transactions contemplated hereby including the Offer and the Merger. (b) Each of the Stockholders agrees, while this Agreement is in effect, to notify Parent promptly in writing of the number of any additional shares of Common Stock or any Equity Incentives acquired by such Stockholder, if any, after the date hereof.

No Transfers. Except as provided (A) After the Effective Time, no transfers of shares of Company Stock will be made in the last sentence stock transfer books of the Company. If, after the Effective Time, Certificates are presented (for transfer or otherwise) to the Surviving Corporation or its transfer agent for Company Stock, they will be canceled and exchanged for the portion of the Merger Consideration deliverable in respect thereof (or returned to the presenting person, if such certificate represents Dissenting Shares), provided that each person surrendering the Certificate or Certificates complies with all of the provisions of Section 4.2 hereof and this Section 3(b)4.3. (B) The right of each Stockholder to receive the portion of the Aggregate Contingent Consideration, if any, to which such Stockholder is entitled pursuant to this Agreement upon consummation of the Stockholder agrees not to, and to cause any record holder of any Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period Merger: (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect shall be personal to the Transfer of, any Subject Shares (or any interest therein) to any Person, other than the exchange of the Subject Shares for Merger Consideration in accordance with the Merger Agreement, or such Stockholder; (ii) grant shall not be transferable by such Stockholder or any proxies, or deposit any Subject Shares into any voting trust or enter into any voting arrangementperson claiming under such Stockholder, whether by proxysale, voting agreement assignment, pledge or otherwise, with respect to the Subject Shares, other than pursuant to this Agreement. Subject to the last sentence of except as set forth below in this Section 3(b4.3(b), and any other purported transfer shall be void and of no force or effect; (iii) shall not constitute or represent any equity or ownership interest in ABI or the Surviving Corporation; and (iv) shall not entitle such Stockholder further agrees not to commit any voting or agree dividend rights, rights to take, and any other distributions or other rights common to cause any record holder of any Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Periodstockholders. Notwithstanding the foregoing, this Agreement shall not restrict any Stockholder from transferring such Stockholder's right to receive the portion of the Aggregate Contingent Consideration, if any, to which such Stockholder is entitled pursuant to this Agreement upon consummation of the Merger (A) to other entities controlled by such Stockholder, (B) in the case of any Stockholder that is a corporation, general partnership, limited partnership, limited liability company or venture capital firm, to such Stockholder's stockholders, partners, members or other holders of equity securities in such Stockholder, as applicable, (C) in connection with tax, estate or financial planning or (D) upon the death of such Stockholder or (E) by operation of law, provided that, (1) such Stockholder (or in the event of death, if applicable, such Stockholder's executor or legal representative) provides to ABI and the Stockholder Representatives prompt written notice of such transfer, which written notice shall be given in accordance with the provisions of Section 16.5 hereof and shall set forth the name and address of each transferee, (2) such Stockholder does not receive any consideration in connection with such transfer, (3) any such permitted transferee agrees to assume all of the obligations of such Stockholder under this Agreement to the extent such obligations are applicable to the portion of the Aggregate Contingent Consideration so transferred to such permitted transferee, and (4) such transfer shall not violate, or cause ABI to be in violation, of any federal or state securities laws, as determined in good faith by ABI's legal counsel. Subsequent transfers by any such transferee of the right to receive a portion of the Aggregate Contingent Consideration shall also be made pursuant to, and in accordance with, all of the provisions of this Section 4.3(b) to the same extent as if each such transferee were a Stockholder. (C) Except for any consideration provided or paid (or to be provided or paid) pursuant to Sections 3.8, 3.9 and 5.1 hereof to the Assumed Option Exercising Holders and/or the Assumed Warrant Exercising Holders, if any, or to any permitted transferees thereof pursuant to Section 5.1 hereof, and except for any consideration provided or paid (or to be provided or paid) pursuant to this Agreement to any person to whom the right to receive such consideration has been transferred pursuant to, and in accordance with, the provisions of Section 4.2(b) hereof or Section 4.3(b) hereof and, if applicable, this Section 4.3(c), all consideration provided or paid (or to be provided or paid) pursuant to this Agreement shall be paid to those Stockholders that are listed on Schedule 3.6(a) of the Company Disclosure Schedule at the address provided for such Stockholders in such Schedule 3.6(a) or at such other address (or in the case of wire transfers, in accordance with such wire transfer instructions) as the Stockholder Representatives shall provide to ABI by giving written notice thereof in accordance with the provisions of Section 16.5 hereof. Any portion of the Aggregate Contingent Consideration paid (or to be paid) pursuant to this Agreement to any person to whom the right to receive an appropriate portion of the Aggregate Contingent Consideration has been properly transferred pursuant to, and in accordance with, the provisions of Section 4.3(b) hereof shall be paid by ABI to such person at the address provided to ABI for such person pursuant to, and in accordance with, the provisions of Section 4.3(b) hereof or at such other address (or in the case of wire transfers, in accordance with such wire transfer instructions) as the Stockholder Representatives shall provide to ABI by giving written notice thereof in accordance with the provisions of Section 16.5 hereof. Prior to making any payment of any portion of the Aggregate Contingent Consideration, ABI shall have the right to Transfer its Subject Shares request the Stockholder Representatives to an Affiliate provide to ABI the name of each person to whom a payment is to be made (or the full name of any specific person that ABI may request or inquire about), the address of such person (or in the case of any payment by wire transfer, wire transfer instructions for such person) and the amount to be paid to such person, and upon receipt of such information from the Stockholder Representatives in accordance with the provisions of Section 16.5 hereof ABI shall have the right to make payment of such portion of the Aggregate Contingent Consideration in accordance with such information. ABI shall have no liability of any kind whatsoever to the Stockholder Representatives, any Stockholder, any transferee of any Stockholder or any other person in connection with any portion of the Aggregate Contingent Consideration paid by ABI pursuant to, and in accordance with, the provisions of this Section 4.3(c). ABI shall also have no liability of any kind whatsoever to the Stockholder Representatives, any Stockholder, any transferee of any Stockholder or any other person in connection with any delay by ABI in making any payment of any portion of the Aggregate Contingent Consideration if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions extent that such delay is caused by the failure of this Agreement, and (ii) to be bound by this Agreement as if it were “the Stockholder” for all purposes of this Agreement; provided, however, that no such transfer shall relieve the Stockholder from its obligations under Representatives to provide to ABI on a timely basis any information that ABI has requested the Stockholder Representatives pursuant to this Agreement with respect to any Subject SharesSection 4.3(c).