Common use of No Transfers Clause in Contracts

No Transfers. Sponsor agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the Company’s prior written consent, (A) 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 Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Purchaser’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Sponsor’s ability to perform its obligations under this Agreement. The Purchaser hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Sponsor agrees with, and covenants to, the Company that Sponsor shall not request that the Purchaser register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the Company, and the Purchaser hereby agrees that it shall not effect any such Transfer.

No Transfers. Sponsor Other than as expressly permitted under the Business Combination Agreement and the accompanying disclosure schedules attached thereto (the “Company Disclosure Schedules”), each Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the Company’s prior joint written consentconsent of WinVest and Xtribe PLC, (Ai) 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 SharesSecurities; (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, Agreement or applicable securities Laws or the Purchaser’s Organizational DocumentsLaws), as in effect on the date hereof) with respect to any or all of the SharesSecurities; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Sponsorany Holder’s ability to perform its obligations under this Agreement. The Purchaser hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Sponsor Each Holder agrees with, and covenants to, the Company Xtribe PLC and WinVest that Sponsor such Holder shall not request that the Purchaser Xtribe PLC register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Securities during the term of this Agreement without the prior written consent of the Company, and the Purchaser hereby agrees that it shall not effect any such TransferXtribe PLC.

No Transfers. Sponsor Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the CompanyPurchaser’s prior written consent, (A) 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 SharesShares (as defined below); (B) grant any proxies or powers of attorney with respect to any or all of the Shares; or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the PurchaserCompany’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares; Shares or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Sponsor Holder agrees with, and covenants to, the Company Purchaser that Sponsor Holder shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the CompanyPurchaser, and the Purchaser Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Sponsor Subject to Section 3(b), Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not toto (except as may specifically be required by court order or by operation of law), without the CompanyParent’s prior written consent, (A) 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 Shares; (B) other than as set forth herein or in the Investor Agreements, grant any proxies or powers of attorney with respect to any or all of the Shares; (C) permit to exist create any lien Lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the PurchaserCompany’s Organizational Documentsorganizational documents, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Sponsor Holder agrees with, and covenants to, Parent and the Company that Sponsor Holder shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the CompanyParent, and the Purchaser Company hereby agrees that it shall not effect any such TransferTransfer in the absence of such consent.

No Transfers. Sponsor Holder agrees that during the period from and Voting Period, except as expressly provided or required hereunder or under the Acquisition Agreement (including in connection with the date hereof through the end of the Voting Period Offer), it shall not, and shall cause its Affiliates not to, without the CompanyBNN’s prior written consent, (A) 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 Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the PurchaserMICT’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Sponsor Xxxxxx agrees with, and covenants to, the Company BNN that Sponsor Holder shall not request that the Purchaser MICT register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the CompanyBNN, and the Purchaser MICT hereby agrees that it shall not effect register any such Transfer. For the avoidance of doubt, Holder shall be expressly permitted to tender, and nothing in this Agreement shall prevent Holder from tendering, any shares in connection with the Offer.

No Transfers. Sponsor Holder agrees that during the period from and Voting Period, except as expressly provided or required hereunder or under the Acquisition Agreement (including in connection with the date hereof through the end of the Voting Period Offer), it shall not, and shall cause its Affiliates not to, without the CompanyBNN’s prior written consent, (A) 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 Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the PurchaserMICT’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Sponsor Holder agrees with, and covenants to, the Company BNN that Sponsor Holder shall not request that the Purchaser MICT register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the CompanyBNN, and the Purchaser MICT hereby agrees that it shall not effect register any such Transfer. For the avoidance of doubt, Holder shall be expressly permitted to tender, and nothing in this Agreement shall prevent Holder from tendering, any shares in connection with the Offer.

No Transfers. Sponsor Holder agrees that during the period from and including the date hereof through the end of the Voting Period it Period, Holder shall not, and Holder shall cause its Holder’s Affiliates not to, without the Company’s prior written consentconsent of Pubco and Delta, (Ai) 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 SharesSecurities (as defined below); (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the PurchaserCHC’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the SharesSecurities; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser CHC hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Sponsor Holder agrees with, and covenants toto Pubco and Delta, the Company that Sponsor Holder shall not request that the Purchaser CHC register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Security during the term of this Agreement without Agreement, unless and until Holder shall have complied with the prior written consent terms of the Company, and the Purchaser hereby agrees that it shall not effect any such Transferthis Agreement.

No Transfers. Sponsor Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the CompanyPurchaser’s prior written consent, (A) 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 Shares; (B) grant any proxies or powers of attorney with respect to any or all of the SharesShares except such proxies are consents in favor of the Merger and other transactions contemplated by the Merger Agreement to the Company or its proxy committee; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the PurchaserCompany’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Sponsor Holder agrees with, and covenants to, the Company Purchaser that Sponsor Holder shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the CompanyPurchaser, and the Purchaser Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Sponsor Each Holder agrees that during that, prior to the period from and including Termination Date, except as contemplated by this Agreement, the date hereof through the end of the Voting Period Merger Agreement or any other Transaction Document, it shall not, and shall cause its Affiliates not to, without the CompanyLandcadia’s prior written consentconsent (which consent may be given or withheld by Landcadia in its sole discretion): (i) directly or indirectly, (A) offer for sale, sell (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 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 Covered Shares; (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesCovered Shares (except in connection with voting by proxy at a meeting of stockholders of Xxxxxxx as contemplated by Section 1 of this Agreement); (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Purchaser’s Organizational Documents, as in effect on the date hereof) Lien with respect to any or all of the SharesCovered Shares other than those created by this Agreement. Notwithstanding the foregoing, this Section 3.1 shall not prohibit a Transfer of Covered Shares by any Holder to an Affiliate of such Holder; provided that such Transfer shall be permitted only if, prior to or (D) take in connection with such Transfer, the transferee agrees in writing, reasonably satisfactory in form and substance to Landcadia, to assume all of the obligations of such Holder hereunder and to be bound by the terms of this Agreement; provided further that any action that would have Transfer permitted under this Section 3.1 shall not relieve the effect Holder of preventing, impeding, interfering with or adversely affecting Sponsor’s ability to perform its obligations under this Agreement. The Purchaser hereby agrees that it shall not permit any Transfer of the Shares Any transfer in violation of this Agreement. Sponsor agrees with, Section 3.1 shall be null and covenants to, the Company that Sponsor shall not request that the Purchaser register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the Company, and the Purchaser hereby agrees that it shall not effect any such Transfervoid ab initio.

No Transfers. Sponsor The Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the Purchaser’s and the Company’s prior written consent, (A) 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; (B) grant any proxies or powers of attorney with respect to any or all of the Subject Shares; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, the Business Combination Agreement, the other Ancillary Documents, applicable securities Laws or the PurchaserCompany’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Subject Shares; or (D) take any action that would have with the effect intent of preventing, impeding, interfering with or adversely affecting Sponsorthe Holder’s ability to perform its obligations under this Agreement. The Purchaser Company hereby agrees that it shall not permit any Transfer of the Subject Shares in violation of this Agreement. Sponsor The Holder agrees with, and covenants to, the Purchaser and the Company that Sponsor the Holder shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Subject Shares during the term of this Agreement Voting Period without the prior written consent of the Purchaser and the Company, and the Purchaser hereby agrees that it shall not effect any unless such TransferTransfer is permitted hereunder.

No Transfers. Sponsor Each Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the joint written consent of Avalon and the Company’s prior written consent, (Ai) 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 SharesSecurities; (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Purchaser’s Organizational Documentslimited partnership agreements, as amended, of the applicable Partnership, as in effect on the date hereof) with respect to any or all of the SharesSecurities; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Sponsorany Holder’s ability to perform its obligations under this Agreement. The Purchaser hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Sponsor Each Holder agrees with, and covenants to, the Company and Avalon that Sponsor such Holder shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Securities during the term of this Agreement without the prior written consent of the Company, and the Purchaser hereby agrees that it shall not effect any such Transfer.

No Transfers. Sponsor Unless this Agreement shall have been terminated in accordance with Section 4(a) of this Agreement, Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the Company’s prior written consent, (A) 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 Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; (C) permit to exist any material lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the PurchaserCompany’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of materially preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Sponsor Holder agrees with, and covenants to, the Company that Sponsor Holder shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the Company, and the Purchaser Company hereby agrees that it shall not effect any such Transfer.

No Transfers. The Sponsor agrees that that, during the period from and including Voting Period, the date hereof through the end of the Voting Period it Sponsor shall not, and shall cause its Affiliates not to, other than pursuant to this Agreement, the Merger Agreement or the Transactions or without the Purchaser’s and the Company’s prior written consent, (Ai) 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 SharesSecurities (as defined below); (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities (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); (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by the Merger Agreement, this Agreement, the other Ancillary Documents, applicable securities Laws or the Organizational Documents of the Purchaser’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the SharesSecurities; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting in any material respect the Sponsor’s ability to perform its obligations under this Agreement. The Purchaser hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. The Sponsor agrees with, and covenants to, the Purchaser and the Company that the Sponsor shall not request that the Purchaser register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Security during the term of this Agreement Voting Period without the prior written consent of the Purchaser and the Company, and the Purchaser hereby agrees that it shall not effect any such Transfer.

No Transfers. Sponsor agrees that Each Holder, severally and not jointly, agree that, during the period from and including the date hereof through the end of the Voting Period it Period, such Holder shall not, and shall cause its Affiliates not to, other than pursuant to this Agreement, the Merger Agreement or the Transactions, without the Purchaser’s and the Company’s prior written consent, (Ai) 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; (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesSubject Shares (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); (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by the Merger Agreement, this Agreement, the other Ancillary Documents, applicable securities Laws or the PurchaserCompany’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Subject Shares; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Sponsorin any material respect such Holder’s ability to perform its obligations under this Agreement. The Purchaser Company hereby agrees that it shall not permit any Transfer of the Subject Shares in violation of this Agreement. Sponsor Such Holder agrees with, and covenants to, the Purchaser and the Company that Sponsor such Holder shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Subject Shares during the term of this Agreement Voting Period without the prior written consent of the Purchaser and the Company, and the Purchaser Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Sponsor Each Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the CompanyPurchaser’s prior written consent, (A) 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 SharesSecurities (as defined below); (B) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the PurchaserCompany’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the SharesSecurities; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Sponsorsuch Holder’s ability to perform its obligations under this Agreement. The Purchaser Company hereby agrees that it shall not permit any Transfer of the Shares Securitas in violation of this Agreement. Sponsor Each Holder agrees with, and covenants to, the Company Purchaser that Sponsor such Holder shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the CompanyPurchaser, and the Purchaser Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Sponsor agrees that during the period from and including the date hereof through the end term of the Voting Period this Agreement it shall not, and shall cause its Affiliates not to, without the Purchaser’s and the Company’s prior written consent, (A) 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 Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, the Business Combination Agreement, the other Ancillary Documents, applicable securities Laws or the Purchaser’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have with the effect intent of preventing, impeding, interfering with or adversely affecting Sponsor’s ability to perform its obligations under this Agreement. The Purchaser hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Sponsor agrees with, and covenants to, the Company and the Purchaser that Sponsor shall not request that the Purchaser register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement Voting Period without the prior written consent of the Company, Company and the Purchaser hereby agrees that it shall not effect any Purchaser, unless such TransferTransfer is permitted hereunder.

No Transfers. Sponsor Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the CompanyPurchaser’s prior written consent, (A) 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 SharesSecurities (as defined below); (B) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the PurchaserCompany’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the SharesSecurities; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser Company hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Sponsor Holder agrees with, and covenants to, the Company Purchaser that Sponsor Holder shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Security during the term of this Agreement without the prior written consent of the CompanyPurchaser, and the Purchaser Company hereby agrees that it shall not effect any such Transfer. [Notwithstanding anything to the contrary contained in this Section 3(a), the Purchaser and the Company hereby agree that during the Voting Period, Holder may Transfer up to an aggregate of three hundred thousand (300,000) shares of Company Common Stock in open market transactions without the consent of the Purchaser or the Company or the requirement that any of the transferees thereof become party to or bound by the terms of this Agreement.] 1

No Transfers. Sponsor Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the Company’s prior written consent, (A) 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 Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Purchaser’s Kalyx Charter or Kalyx bylaws (the “Kalyx Organizational Documents”), as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser Kalyx hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Sponsor Holder agrees with, and covenants to, the Company that Sponsor Holder shall not request that the Purchaser Kalyx register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the Company, and the Purchaser Kalyx hereby agrees that it shall not effect any such Transfer.

No Transfers. Sponsor Holder agrees that during the period from and including the date hereof through the end of the Voting Period it Period, Holder shall not, and Holder shall cause its Holder’s Affiliates not to, without the Company’s prior written consentconsent of Pubco and Delta, (Ai) 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 SharesSecurities (as defined below); (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the PurchaserKAVL’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the SharesSecurities; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser KAVL hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Sponsor Holder agrees with, and covenants toto Pubco and Delta, the Company that Sponsor Holder shall not request that the Purchaser KAVL register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares KAVL Security during the term of this Agreement without Agreement, unless and until Holder shall have complied with the prior written consent terms of the Company, and the Purchaser hereby agrees that it shall not effect any such Transferthis Agreement.

No Transfers. Sponsor Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the CompanyPurchaser’s prior written consent, (A) 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 SharesSecurities (as defined below); (B) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the PurchaserCompany’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the SharesSecurities; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser Company hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Sponsor Holder agrees with, and covenants to, the Company Purchaser that Sponsor Holder shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Security during the term of this Agreement without the prior written consent of the CompanyPurchaser, and the Purchaser Company hereby agrees that it shall not effect any such Transfer. [Notwithstanding anything to the contrary contained in this Section 3(a), the Purchaser and the Company hereby agree that during the Voting Period, Holder may Transfer up to an aggregate of three hundred thousand (300,000) shares of Company Common Stock in open market transactions without the consent of the Purchaser or the Company or the requirement that any of the transferees thereof become party to or bound by the terms of this Agreement.]1 1 Only for Xxxx Pharma LLC and Xxxx Pharma LLC.

No Transfers. Sponsor agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the SPAC’s and the Company’s prior written consent, (A) 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 Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the PurchaserCompany’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Sponsor’s ability to perform its obligations under this Agreement. The Purchaser SPAC hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Sponsor agrees with, and covenants to, the SPAC and the Company that Sponsor shall not request that the Purchaser SPAC register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the SPAC and the Company, and the Purchaser SPAC hereby agrees that it shall not effect any such Transfer.

No Transfers. Sponsor Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the Purchaser’s and the Company’s prior written consent, (A) 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 SharesSecurities (as defined below); (B) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the PurchaserCompany’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the SharesSecurities; or (D) take any action that would have with the effect intent of preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser Company hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Sponsor Holder agrees with, and covenants to, the Purchaser and the Company that Sponsor Holder shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Securities during the term of this Agreement without the prior written consent of the Purchaser and the Company, and the Purchaser hereby agrees that it shall not effect any unless such TransferTransfer is permitted hereunder.

No Transfers. Sponsor Save for any grant or exercise of options pursuant to the true-up policy under the Company Stock Incentive Plan or any other share incentive schemes, each Holder and Affiliate Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the CompanyParent’s prior written consent, (A) 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 Shares; (B) grant any proxies or powers of attorney with respect to any or all of the SharesShares (other than pursuant to the terms of this Agreement); (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, the Merger Agreement or applicable securities Laws or the Purchaser’s Organizational DocumentsLaws, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting SponsorHolder’s or any Affiliate Holder’s ability to perform its obligations under this Agreement. The Purchaser Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Sponsor Holder agrees with, and covenants to, the Company and shall cause each Affiliate Holder to agree with and covenant to, Parent that Sponsor neither Holder or any Affiliate Holder shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement in breach of this clause without the prior written consent of the CompanyParent, and the Purchaser Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Sponsor Holder agrees that during the period from and including the date hereof through the end of the Voting Period it Holder shall not, and shall cause its the Holder Affiliates not to, without SPAC’s and the Company’s prior written consent, (A) 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 Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the PurchaserCompany’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Sponsor Holder agrees with, and covenants to, SPAC and the Company that Sponsor Holder shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the CompanySPAC, and the Purchaser Company hereby agrees that it shall not, and Holder hereby authorizes the Company not to, effect any such unconsented Transfer.

No Transfers. Sponsor Save for any grant or exercise of options pursuant to the true-up policy under the Company Stock Incentive Plan or any other share incentive schemes, the Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the CompanyParent’s prior written consent, (A) 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 Shares; (B) grant any proxies or powers of attorney with respect to any or all of the SharesShares (other than pursuant to the terms of this Agreement); (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, the Merger Agreement or applicable securities Laws or the Purchaser’s Organizational DocumentsLaws, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Sponsor Holder agrees with, and covenants to, the Company Parent that Sponsor Holder shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement in breach of this clause without the prior written consent of the CompanyParent, and the Purchaser Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Sponsor Each Insider agrees that that, during the period from and including the date hereof through the end of the Voting Period it Period, such Insider shall not, and shall cause its Affiliates not to, without the Purchaser’s and the Company’s prior written consent, (Ai) 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 SharesSecurities (as defined below); (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by the Business Combination Agreement, this Agreement, the other Ancillary Documents, applicable securities Laws or the Organizational Documents of the Purchaser’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the SharesSecurities; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Sponsorin any material respect such Insider’s ability to perform its obligations under this Agreement. The Purchaser hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Sponsor Each Insider agrees with, and covenants to, the Purchaser and the Company that Sponsor such Insider shall not request that the Purchaser register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Security during the term of this Agreement Voting Period without the prior written consent of the Purchaser and the Company, and the Purchaser hereby agrees that it shall not effect any such Transfer.

No Transfers. Sponsor Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the CompanyPurchaser’s prior written consent, (A) 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 SharesSecurities (as defined below); (B) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the PurchaserCompany’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the SharesSecurities; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser Company hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Sponsor Holder agrees with, and covenants to, the Company Purchaser that Sponsor Holder shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the CompanyPurchaser, and the Purchaser Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Sponsor Holder agrees that during the period from and Voting Period, except as expressly provided or required hereunder or under the Merger Agreement (including in connection with the date hereof through the end of the Voting Period Offer), it shall not, and shall cause its Affiliates not to, without the CompanyIntermediate’s prior written consent, (A) 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 Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the PurchaserMICT’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Sponsor Holder agrees with, and covenants to, the Company Intermediate that Sponsor Holder shall not request that the Purchaser MICT register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the CompanyIntermediate, and the Purchaser MICT hereby agrees that it shall not effect register any such Transfer. For the avoidance of doubt, Holder shall be expressly permitted to tender, and nothing in this Agreement shall prevent Holder from tendering, any shares in connection with the Offer.

No Transfers. Sponsor Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the CompanyPurchaser’s prior written consent, (A) 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 SharesSecurities (as defined below); (B) grant any proxies or powers of attorney with respect to any or all of the Shares; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Purchaser’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the SharesSecurities;; or (DC) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser Company hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Sponsor Holder agrees with, and covenants to, the Company Purchaser that Sponsor Holder shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Security during the term of this Agreement without the prior written consent of the CompanyPurchaser, and the Purchaser Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Sponsor Except as may be permitted by this Agreement, Hxxxxx agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the joint written consent of PHP Ventures and the Company’s prior written consent, (Ai) 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 Shares; (Bii) grant any proxies or powers of attorney with respect to any or all of the Shares; (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Purchaser’s Organizational DocumentsExisting Articles, as in effect on the date hereof) with respect to any or all of the Shares; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Sponsor Holder agrees with, and covenants to, PHP Ventures and the Company that Sponsor unless permitted by this Agreement, Hxxxxx shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of PHP Ventures and the Company, and the Purchaser Company hereby agrees that it shall not effect any such TransferTransfer in violation of this Agreement.

No Transfers. Sponsor The Holder agrees that that, during the period from and including Voting Period, the date hereof through the end of the Voting Period it Holder shall not, and shall cause its Affiliates not to, without the Purchaser’s and the Company’s prior written consent, (Ai) 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 SharesSecurities (as defined below); (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by the Merger Agreement, this Agreement, the other Ancillary Documents, applicable securities Laws or the PurchaserCompany’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the SharesSecurities; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Sponsorin any material respect the Holder’s ability to perform its obligations under this Agreement. The Purchaser Company hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Sponsor The Holder agrees with, and covenants to, the Purchaser and the Company that Sponsor the Holder shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Security during the term of this Agreement Voting Period without the prior written consent of the Purchaser and the Company, and the Purchaser Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Sponsor Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the CompanyPurchaser’s prior written consent, (Ai) 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 SharesSecurities (as defined below); (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the PurchaserCompany’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the SharesSecurities; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting SponsorHolder’s ability to perform its obligations under this Agreement. The Purchaser Company hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Sponsor Holder agrees with, and covenants to, the Company Purchaser that Sponsor Holder shall not request that the Purchaser Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Security during the term of this Agreement without the prior written consent of the CompanyPurchaser, and the Purchaser Company hereby agrees that it shall not effect any such Transfer.