Common use of Prohibition on Transfers, Other Actions Clause in Contracts

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder hereby agrees, except for a Permitted Transfer, not to (i) Transfer any of the Covered Units, beneficial ownership thereof or any other interest therein, (ii) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholder’s representations, warranties, covenants and obligations under this Agreement, (iii) take any action that would restrict or otherwise affect the Covenanting Unitholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. (b) The Covenanting Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units other than in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder Each Stockholder hereby agrees, except for a Permitted Transfer, not to (i) Transfer any of the Covered UnitsShares, beneficial ownership thereof or any other interest therein, (ii) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholdersuch Stockholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) take any action that would restrict or otherwise affect the Covenanting Unitholdersuch Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. (b) The Covenanting Unitholder Each Stockholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units Shares other than in compliance with this Agreement, the Covenanting Unitholder such Stockholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Bookbook-Entry Interest entry interest or a new certificate representing any of the Covered UnitsShares, or (iii) record such vote unless and until the Covenanting Unitholder such Stockholder has complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder Each Stockholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder such Stockholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder Each Stockholder agrees not to knowingly take any action that would make any representation of its representations or warranty of the Covenanting Unitholder warranties contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the its performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder Until the earliest of (1) the receipt of the Malvern Stockholder Approval, (2) the date on which the Merger Agreement is terminated in accordance with its terms, (3) the Effective Time (as defined in the Merger Agreement) or (4) the date, if any, on which First Bank releases, pursuant to a written instrument, the Stockholder from such Stockholder’s obligations hereunder (the earliest of the foregoing, the “Termination Date”), the Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, specifically therein unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingContract with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting UnitholderStockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, take any action that would could restrict or otherwise affect the Covenanting UnitholderStockholder’s legal power, authority and right to vote all of the Covered Shares then Beneficially Owned by him, her or it, or otherwise comply with and perform his, her or its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. (b) The Covenanting Unitholder Stockholder understands and agrees that if it the Stockholder attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units Shares other than in compliance with this Agreement, Malvern shall not, and the Covenanting Unitholder shall Stockholder hereby unconditionally and irrevocably (during the term of this Agreement) instruct the Company instructs Malvern to not, not (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered UnitsShares, or (iii) record such vote unless and until the Covenanting Unitholder has Stockholder shall have complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder Stockholder hereby agreesrepresents, except for warrants, covenants and agrees not to, during the Restricted Period, directly or indirectly, in one or a Permitted Transfer, not to series of related transactions: (i) Transfer or offer, agree, commit or consent to Transfer any of the Covered Units, beneficial ownership thereof Shares or any other right, title or interest (including voting, economic or otherwise) therein, unless such Transfer is a Permitted Transfer; (ii) enter into any agreementContract, arrangement or understandingunderstanding with any Person, or take any other action or omit to take any action, that violates or conflicts with, with (or would could reasonably be expected to violate conflict with or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholderviolate) Stockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) take any action or omit to take any action that would restrict (or otherwise affect the Covenanting Unitholdercould reasonably be expected to restrict) Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this AgreementAgreement or make any of its representations or warranties contained in this Agreement untrue or incorrect, (iv) convert nor has Stockholder done any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect foregoing. Stockholder agrees that it shall not seek to any matter related indirectly accomplish anything which it is not permitted to accomplish directly under this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer action, omission or attempted circumvention in violation of this provision shall Section 4.1 will be null void ab initio and void. (b) The Covenanting Unitholder agrees that if it attempts to be deemed a breach of this Agreement. If any involuntary Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote of any of the Covered Units other than in compliance with Shares shall occur, 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 Covered Shares subject to all of the restrictions, liabilities and rights under this Agreement, the Covenanting Unitholder which shall unconditionally continue in full force and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and effect until the Covenanting Unitholder has complied in all respects with the terms valid termination of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder hereby agreesUntil the earlier to occur of (i) the Effective Time and (ii) the valid termination of the Merger Agreement in accordance with its terms (including any extension thereof), and except for a Permitted Transfer, each Unitholder hereby agrees not to (i) Transfer any of the Covered Units, beneficial ownership thereof or any other interest therein, (ii) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholder’s representations, warranties, covenants and obligations under this Agreement, (iii) take any action that would restrict or otherwise affect the Covenanting Unitholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any purported Transfer not in violation of compliance with this provision Section 4.1(a) shall be null and voidvoid ab initio. (b) The Covenanting Each Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote (including acting by written consent) or provide any other Person person with the authority to vote (including to act by written consent) any of the Covered Units other than in compliance with this Agreement, the Covenanting such Unitholder shall hereby unconditionally and irrevocably (during the term of this Agreement) instruct instructs the Company Partnership and the General Partner, as applicable, to not, (i) permit any such Transfer on its books and records, (ii) issue a Bookbook-Entry Interest entry interest or a new certificate representing any of the Covered Units, Units or (iii) record such vote unless (including by written consent). (c) Each Unitholder agrees that such Unitholder will not (in such Unitholder’s capacity as a unitholder of the Partnership) bring, commence, institute, maintain, prosecute or voluntarily aid any legal action or proceeding, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement, (ii) alleges that the execution and until the Covenanting Unitholder has complied in all respects delivery of this Agreement by such Unitholder, either alone or together with the terms other Partnership voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement, or the approval of the Merger Agreement and the Mergers by the General Partner, breaches any fiduciary or contractual duty of the General Partner or any member thereof or the Partnership or any partner thereof or (iii) would reasonably be expected to restrict or otherwise affect such Unitholder’s legal power, authority and ability to comply with and perform its covenants and obligations under this Agreement. (cd) The Covenanting Subject to Section 5.1, from the date of this Agreement and until the earlier of the Effective Time and the Expiration Time, except as otherwise permitted pursuant to Merger Agreement, each Unitholder agrees that it (acting solely in such Unitholder’s capacity as a unitholder of the Partnership) shall not, and shall use its reasonable best efforts to cause each its Representatives, directly or indirectly, not to (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) furnish any non-public information regarding the Partnership or any of its controlled Affiliates Subsidiaries or afford access to notthe business, become a member of a “group” (as that term is used in Section 13(d) properties, books or records of the Exchange Act) that the Covenanting Unitholder Partnership or such Affiliate is not currently a part any of and that has not been disclosed in a filing with the SEC prior its Subsidiaries, to the date hereof any person (other than as a result Kick, LP Merger Sub, GP Merger Sub or their respective directors, officers, employees, Affiliates or Representatives) in connection with or in response to an Acquisition Proposal or any inquiries regarding an Acquisition Proposal, (iii) engage or participate in any discussions or negotiations with any person (other than Kick, LP Merger Sub, GP Merger Sub or their respective directors, officers, employees, Affiliates or Representatives) with respect to an Acquisition Proposal or (iv) enter into any agreement with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal. Notwithstanding the foregoing, to the extent that the Partnership or the General Partner is permitted to engage in any of entering into this the foregoing activities pursuant to Section 5.2 of the Merger Agreement) for , the purpose Unitholder may participate in such activities; provided, that such action by the Unitholder would be permitted to be taken by the Partnership or the General Partner pursuant to Section 5.2 of opposing or competing with the transactions contemplated by the Merger Agreement. (de) The Covenanting Unitholder agrees For the avoidance of doubt, for the purposes of this Agreement, the Partnership or General Partner shall not to knowingly take be deemed an affiliate of Unitholder, and any action that would make any representation officer, director, employee, agent or warranty advisor of the Covenanting Unitholder contained herein untrue Partnership or incorrect General Partner (in any material respect or would reasonably each case, in their capacities as such), shall not be expected to have deemed a Representative of the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this AgreementUnitholder. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. Until the earlier of (a) The Covenanting Unitholder hereby agreesthe stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 6.01, except for a Permitted Transfer, the Stockholder agrees that it shall not to (i) Transfer any of the such Stockholder’s Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholdersuch Stockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) take any action that would could reasonably be expected to restrict or otherwise affect the Covenanting Unitholderprevent such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. void ab initio. The Stockholder shall not request that the Company or its transfer agent register the transfer (bbook-entry or otherwise) The Covenanting Unitholder agrees that if it attempts to Transfer (other than of any Certificate representing any of such Stockholder’s Covered Shares, except in connection with a Permitted Transfer). Notwithstanding anything in this Agreement to the contrary, vote nothing in this Agreement shall require any action, or provide restrict the Stockholder, with respect to any other Person with the authority Covered Shares subject to vote any pledge or security interest in effect as of the Covered Units other than in compliance with this Agreement, date hereof as set forth on Schedule 1.B hereto to the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any extent such Transfer on its books and records, (ii) issue a Book-Entry Interest action or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects restriction is inconsistent with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall notsuch pledge or security interest; provided that, unless and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that until there is a stop transfer order bona fide foreclosure with respect to the Existing Units (and such pledge or security interest, such Stockholder agrees that this Agreement places limits on the voting and transfer there are no terms of any such Existing Units)pledge or security interest that will prevent or impair such Stockholder from complying with any obligation, agreement or covenant set forth herein.

Prohibition on Transfers, Other Actions. Until the earlier of (a) The Covenanting Unitholder hereby agreesthe stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 5.01, except for a Permitted Transfer, the Stockholder agrees that it shall not to (i) Transfer any of the such Stockholder’s Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholdersuch Stockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) take any action that would could reasonably be expected to restrict or otherwise affect the Covenanting Unitholdersuch Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. (b) void ab initio. The Covenanting Unitholder agrees Stockholder shall not request that if it attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units other than in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, or its transfer agent register the transfer (ibook-entry or otherwise) permit of any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate Certificate representing any of such Stockholder’s Covered Shares save for any Permitted Transfer. Notwithstanding anything in this Agreement to the Covered Unitscontrary, nothing in this Agreement shall require any action, or (iii) record restrict the Stockholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of the date hereof as set forth on Schedule 1.B hereto to the extent such vote unless and until the Covenanting Unitholder has complied in all respects action or restriction is inconsistent with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall notsuch pledge or security interest; provided that, unless and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that until there is a stop transfer order bona fide foreclosure with respect to the Existing Units (and such pledge or security interest, such Stockholder agrees that this Agreement places limits on the voting and transfer there are no terms of any such Existing Units)pledge or security interest that will prevent or impair such Stockholder from complying with any obligation, agreement or covenant set forth herein.

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder Shareholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest thereinspecifically therein (including by tendering into any tender or exchange offer by any Person other than Parent or any of its Subsidiaries), (ii) enter into any agreement, arrangement or understandingunderstanding with any Person (other than Parent or Merger Sub), or take any other actionaction that would prevent or disable the Shareholder from performing his, that violates her or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholder’s representations, warranties, covenants and its obligations under this Agreement, Agreement or (iii) take any action that would restrict or otherwise affect result in the Covenanting Unitholder’s Shareholder not having the legal power, authority and or right to comply with and perform his, her or its covenants and obligations under this Agreement, (iv) convert any of ; provided that the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Shareholder may Transfer in violation of this provision shall be null and void. (b) The Covenanting Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units other than in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, Shares (i) permit any such Transfer on its books and records, in the form of a gift to a charitable organization for philanthropic purposes or (ii) issue to trusts or other entities controlled by the Shareholder for estate planning purposes so long as, in each such case, the Shareholder maintains exclusive voting power over such Covered Shares and the recipient of such Covered Shares executes and delivers a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record joinder to this Agreement whereby such vote unless and until the Covenanting Unitholder has complied in all respects with recipient becomes bound by the terms of this Agreement. (c) The Covenanting Unitholder agrees ; and provided, further, that it shall notfrom and after the time the Company Stockholder Approval is obtained, and shall cause each the Shareholder may Transfer Covered Shares in such amounts as are necessary for the withholding of its controlled Affiliates Taxes with respect to not, become a member the settlement of a “group” (as that term is used in Section 13(d) any Company Stock Options or other awards under the Company Equity Plans. Any purported Transfer of the Exchange ActCovered Shares in violation of this Section 4.1 shall be null and void ab initio. Promptly following the date hereof, (i) that the Covenanting Unitholder or such Affiliate is not currently a part of Shareholder and that has not been disclosed in a filing with the SEC prior Parent shall deliver joint written instructions to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall Company and does hereby authorize the Company or its counsel to notify the Company’s transfer agent stating that there while this Agreement is in effect, the Existing Shares cannot be Transferred in any manner without the prior written consent of Parent and (ii) the Company shall (or shall cause the Company’s transfer agent to) comply with the requirements of § 3.202, § 3.205 and § 6.252 of the TBOC, including keeping a stop transfer order copy of this Agreement at the Company’s principal executive offices or registered office and allowing any owner of the Company to examine this Agreement in the same manner as such owner is entitled to examine the books and records of the Company, and causing this Agreement to be noted conspicuously on the certificates for the Existing Shares or noting this Agreement in a notice sent by or on behalf of the Company in accordance with § 3.205 of the TBOC if the Existing Shares are not represented by Certificates. If any Covered Shares are acquired after the date hereof by the Shareholder, the foregoing instructions shall be delivered with respect to the Existing Units (and that this Agreement places limits on the voting and transfer such newly acquired Covered Shares upon acquisition of such Existing Units)Covered Shares.

Prohibition on Transfers, Other Actions. Until the termination of this Agreement in accordance with Section 5.1, each Principal Holder, solely with respect to himself, agrees that he shall not (a) The Covenanting Unitholder hereby agrees, except for a Permitted Transfer, not to (i) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest thereintherein unless (i) such Transfer is a Permitted Transfer, and (ii) such Permitted Transferee executes and delivers to Parent a written agreement, in form and substance reasonably acceptable to Parent, to assume all of such Principal Holder’s obligations hereunder in respect of the securities subject to such Transfer and to be bound by the terms of this Agreement, with respect to the securities subject to such Transfer, to the same extent as such Principal Holder is bound hereunder and to make each of the representations and warranties hereunder in respect of the securities Transferred as such Principal Holder shall have made hereunder, (iib) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholdersuch Principal Holder’s representations, warranties, covenants and obligations under this AgreementAgreement or is inconsistent with the transactions contemplated by the Merger Agreement or the provisions thereof, (iiic) directly or indirectly take any action or cause the taking of any other action that would could restrict or otherwise affect the Covenanting Unitholdersuch Principal Holder’s legal power, authority and right to comply with and perform its his covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, Agreement or (vd) discuss, negotiate, make an offer or enter into a Contractcontract, agreement, understanding, commitment or other arrangement with respect to any matter related to this Agreement, except, except in the case of clause (vd) as would not reasonably be expected to prevent or materially delay the such Principal Holder’s ability of the Covenanting Unitholder to perform its his obligations hereunder. Any Transfer in violation of this provision shall be null and voidvoid ab initio. (b) The Covenanting Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units other than in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder During the term of this Agreement, each Shareholder hereby agrees, except for a Permitted Transfer, agrees not to (ia) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest thereintherein (including by tendering into a tender or exchange offer), unless such Transfer is a Permitted Transfer; (iib) grant any proxy, consent or power of attorney with respect to any of the Covered Shares or deposit any of the Covered Shares into a voting trust or enter into any a voting agreement, voting trust or arrangement or understanding, or with respect to any such Covered Shares; (c) take any other action, action that violates or conflicts with, would or would reasonably be expected to violate make any representation or conflict with, warranty contained in this Agreement untrue or incorrect or that would or would reasonably be expected to result in restrict or give rise to a violation otherwise adversely affect the performance of or conflict with, have the Covenanting Unitholder’s representations, warranties, covenants and effect of preventing or disabling such Shareholder from performing any of its obligations under this Agreement, ; or (iiid) commit or agree (whether or not in writing) to take any action that would restrict or otherwise affect the Covenanting Unitholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Unitsactions prohibited by the foregoing clause (a), (b) or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunderc). Any Transfer or other action in violation of this provision shall be null and void. (b) The Covenanting Unitholder agrees void ab initio. It is hereby clarified that if it attempts to any involuntary Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote of any of the Covered Units other than Shares shall occur (such as in compliance with the case of appointment of a receiver to Shareholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Covered Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Covenanting Unitholder shall unconditionally and irrevocably (during valid termination of this Agreement. During the term of the Agreement, Company shall not recognize and shall issue stop-transfer instructions to its transfer agent (if relevant) with respect to any sale, pledge, or transfer, except upon the conditions specified in this Agreement) instruct the Company to not, (i) permit . A transferring Shareholder will cause any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any proposed transferee of the Covered Units, or (iii) record Shares pursuant to a Permitted Transfer to agree to take and hold such vote unless securities subject to the provisions and until upon the Covenanting Unitholder has complied conditions specified in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder Until the earlier of the receipt of the Seller Shareholder Approval or the date on which the Merger Agreement is terminated in accordance with its terms, the Individual hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered Units, beneficial ownership thereof Shares or any other interest therein, specifically in the Covered Shares unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingContract with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting UnitholderIndividual’s representations, warranties, covenants and obligations under this Agreement, ; (iii) except as otherwise permitted by this Agreement or by Order, take any action that would could restrict or otherwise affect the Covenanting UnitholderIndividual’s legal power, authority and right to vote all of the Covered Shares then Beneficially Owned by him or her in accordance with this Agreement, or otherwise comply with and perform its his or her covenants and obligations under this Agreement, ; or (iv) convert publicly announce any intention to do any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunderforegoing. Any Transfer in violation of this provision shall be null void. Following the date hereof, Seller shall notify its transfer agent that there is a stop transfer order with respect to all of the Covered Shares until the termination of this Agreement and voidthat this Agreement places limits on the voting of the Covered Shares subject to the provisions of this Agreement. (b) The Covenanting Unitholder Individual understands and agrees that if it the Individual attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units Shares other than in compliance with this Agreement, Seller shall not, and the Covenanting Unitholder shall Individual hereby unconditionally and irrevocably (during the term of this Agreement) instruct the Company instructs Seller to not, not (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered UnitsShares, or (iii) record such vote unless and until the Covenanting Unitholder has Individual shall have complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. Until the Merger Agreement Termination Date, the Shareholder shall not (a) The Covenanting Unitholder hereby agrees, except for a Permitted Transfer, not to (i) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest thereintherein unless (i) such Transfer is a Permitted Transfer, and (ii) such Permitted Transferee executes and delivers to Parent a written agreement, in form and substance acceptable to Parent, to assume all of the Shareholder’s obligations hereunder in respect of the securities subject to such Transfer and to be bound by the terms of this Agreement, with respect to the securities subject to such Transfer, to the same extent as the Shareholder is bound hereunder and to make each of the representations and warranties hereunder in respect of the securities Transferred as the Shareholder Party shall have made hereunder, (iib) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting UnitholderShareholder’s representations, warranties, covenants and obligations under this AgreementAgreement or is inconsistent with the transactions contemplated by the Merger Agreement or the provisions thereof, (iiic) directly or indirectly take any action or cause the taking of any other action that would could restrict or otherwise affect the Covenanting UnitholderShareholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, Agreement or (vd) discuss, negotiate, make an offer or enter into a Contractcontract, agreement, understanding, commitment or other arrangement with respect to any matter related to this Agreement, except, except in the case of clause (vd) as would not reasonably be expected to prevent or materially delay the such Stockholder’s ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. (b) The Covenanting Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfervoid ab initio. Notwithstanding any provision of this Section 4.1 or of Section 4.3(a), vote or provide any other Person the Shareholder may (x) concurrently with the authority to vote any termination of the Covered Units other than Merger Agreement in compliance accordance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d8.01(f) of the Exchange Act) that Merger Agreement, enter into an agreement to support a Superior Proposal in which it is treated in the Covenanting Unitholder or same manner as all other shareholders of the Company, if such Affiliate agreement is not currently a part of and that has not been disclosed in a filing with the SEC prior no more favorable to the date hereof Person making the Superior Proposal than this Agreement is to Parent and Merger Sub, (other than as a result of entering into this Agreementy) for indicate its intention to take the purpose of opposing or competing action described in clause (x) substantially concurrently with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent delivery of a notice of its intent to so terminate this Agreement initiating a Notice Period under Section 5.02(c) of the Merger Agreement and (z) discuss a Competing Proposal with the Company, provided that there is a stop transfer order (A) the Company has signed an Acceptable Confidentiality Agreement with respect to the Existing Units such Competing Proposal and (and that this Agreement places limits on the voting and transfer B) Parent is kept informed of such Existing Units)discussions.

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, specifically therein (including by tendering into another tender or exchange offer); (ii) enter into any agreement, arrangement or understandingunderstanding with any Person (other than Parent or Sub), or take any other action, that violates the Stockholder has actual knowledge would prevent or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, disable the Covenanting Unitholder’s representations, warranties, covenants and Stockholder from performing its obligations under this Agreement, ; or (iii) take any action that the Stockholder has actual knowledge would restrict or otherwise affect result in Stockholder not having the Covenanting Unitholder’s legal power, authority and right to comply with and perform its covenants under this Agreement. Notwithstanding anything to the contrary in this Agreement, (i) the Stockholder may Transfer any or all of the Covered Shares to any Affiliates (other than a Portfolio Company); provided, that prior to and as a condition to the effectiveness of such Transfer, such Affiliate to whom any of such Covered Shares are or may be transferred shall have executed and delivered to the Parent a written agreement in form and substance reasonably satisfactory to Parent pursuant to which such Affiliate shall be bound by all of the terms and provisions of this Agreement and shall have agreed to hold such Covered Shares subject to all of the terms and provisions of this Agreement; provided, further, that, no assignment shall relieve any Stockholder from liability for any failure to perform its obligations under this Agreement, and Stockholder shall be liable for any breach of this Agreement by any assignee hereof or transferee of any Covered Shares, (ivii) convert Stockholder shall not be prohibited from Transferring any shares of Company Stock by merger or consolidation if Stockholder is the Existing Units surviving entity in such merger or any PIK Units into Common Unitsconsolidation, or if the surviving entity expressly assumes Stockholder’s obligations under this Agreement and (viii) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to Stockholder shall not be prohibited from Transferring any matter related to this Agreement, except, interests in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunderany Portfolio Company. Any Transfer in violation of this provision shall be null and void. The Stockholder shall not convert any shares of Preferred Stock into Company Common Stock. (b) The Covenanting Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units other than in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder Each Shareholder hereby covenants and agrees, except for a Permitted Transferseverally and not jointly, not to (i) Transfer any of the such Shareholder’s Covered UnitsSecurities, beneficial ownership Beneficial Ownership thereof or any other interest therein, specifically therein (including by tendering into any tender or exchange offer by any Person other than Parent or any of its subsidiaries); (ii) enter into any agreement, arrangement or understandingunderstanding with any Person (other than Parent or Merger Sub), or take any other action, action that violates would prevent or conflicts with, disable such Shareholder from performing his or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholder’s representations, warranties, covenants and her obligations under this Agreement, ; or (iii) take any action that would restrict or otherwise affect result in such Shareholder not having the Covenanting Unitholder’s legal power, authority and or right to comply with and perform its his or her covenants and obligations under this Agreement; provided, (iv) convert any that this Section 4.1 shall not prohibit the Transfer of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. (b) The Covenanting Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units other than in compliance with this AgreementSecurities by such Shareholder (A) upon the death of such Shareholder, (B) to any member of such Shareholder’s immediate family, (C) as a result of the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct forfeiture to the Company or cancellation of any equity award pursuant to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Unitsterms thereof, or (iiiD) record the sale of Shares issued pursuant to an equity award upon vesting, settlement or exercise of such vote unless equity award solely to cover the exercise price thereof or to satisfy tax obligations resulting from such vesting, settlement or exercise; provided, however, that any Transfer referred to in the foregoing clause (A) or (B) shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and until the Covenanting Unitholder has complied in all respects with substance to Parent, to be bound by the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) . Any purported Transfer of the Exchange ActCovered Securities in violation of this Section 4.1 shall be null and void ab initio. Promptly following the date hereof, (i) that the Covenanting Unitholder or such Affiliate is not currently a part of each Shareholder and that has not been disclosed in a filing with the SEC prior Parent shall deliver joint written instructions to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall Company and does hereby authorize the Company or its counsel to notify the Company’s transfer agent stating that there while this Agreement is a stop in effect, the Existing Shares cannot be Transferred in any manner without the prior written consent of Parent and (ii) the Company shall (or shall cause the Company’s transfer order agent to) comply with the requirements of Sections 302A.417, 302A.429 and 302A.455 of the MBCA. If any Covered Securities are acquired after the date hereof by any of the Shareholders, the foregoing instructions shall be delivered with respect to such newly acquired Covered Securities promptly following the Existing Units (and that this Agreement places limits on the voting and transfer acquisition of such Existing Units)Covered Securities.

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder Until the earlier of the receipt of the WSFS Stockholder Approval or the date on which the Merger Agreement is terminated in accordance with its terms, the Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, specifically therein unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingContract with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting UnitholderStockholder’s representations, warranties, covenants and obligations under this Agreement, ; (iii) except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, take any action that would could restrict or otherwise affect the Covenanting UnitholderStockholder’s legal power, authority and right to vote all of the Covered Shares then Beneficially Owned by him or her, or otherwise comply with and perform its his or her covenants and obligations under this Agreement, ; or (iv) convert publicly announce any intention to do any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunderforegoing. Any Transfer in violation of this provision shall be null void. Following the date hereof, WSFS shall notify its transfer agent that there is a stop transfer order with respect to all of the Covered Shares until the termination of this Agreement and voidthat this Agreement places limits on the voting of the Covered Shares subject to the provisions of this Agreement. (b) The Covenanting Unitholder Stockholder understands and agrees that if it the Stockholder attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units Shares other than in compliance with this Agreement, WSFS shall not, and the Covenanting Unitholder shall Stockholder hereby unconditionally and irrevocably (during the term of this Agreement) instruct the Company instructs WSFS to not, not (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered UnitsShares, or (iii) record such vote unless and until the Covenanting Unitholder has Stockholder shall have complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. During the term of this Agreement: (a) The Covenanting Unitholder Antero Resources hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered Units, beneficial ownership thereof or any other interest therein, (ii) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholder’s Antero Resources’ representations, warranties, covenants and obligations under this Agreement, or (iii) take any action that would restrict or otherwise affect the Covenanting Unitholder’s Antero Resources’ legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. (b) The Covenanting Unitholder Antero Resources agrees that if it attempts to Transfer (other than Transfer, vote, provide consent in lieu of a Permitted Transfer), vote meeting or provide any other Person with the authority to vote or provide consent with respect to any of the Covered Units other than in compliance with this Agreement, the Covenanting Unitholder Antero Resources shall be deemed to have unconditionally and irrevocably (during the term of this Agreement) instruct the Company instructed AMLP to not, (i) permit any such Transfer on its books and records, (ii) issue a Bookbook-Entry Interest entry interest or a new certificate representing any of the Covered Units, or (iii) record such vote or consent unless and until the Covenanting Unitholder Antero Resources has complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder Antero Resources agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder Antero Resources or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with with, or otherwise interfering with, impeding or delaying the transactions contemplated by consummation of, the Merger AgreementTransactions. (d) The Covenanting Unitholder Antero Resources agrees not to knowingly take any action that would make any representation of its representations or warranty of the Covenanting Unitholder warranties contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding impeding, interfering with, delaying or interfering with or otherwise adversely affecting in any material respect the its due and timely performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder hereby agreesUntil the termination of this Agreement in accordance with Section 5.01, except for a Permitted Transfer, each Shareholder agrees that it shall not to (i) Transfer any of the Covered UnitsShareholder Shares, beneficial ownership Beneficial Ownership thereof or any other interest thereintherein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer. Each Shareholder agrees that it shall not, and shall not permit any Affiliate to, (iii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholdersuch Shareholder’s representations, warranties, covenants and obligations under this Agreement, Agreement or (iiiii) take any action that would could restrict or otherwise affect the Covenanting Unitholdersuch Shareholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null void ab initio. Neither a Shareholder nor any of its Affiliates shall request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any of the Covered Shareholder Shares and voideach Shareholder hereby consents, and will cause its Affiliates to consent, to the entry of stop transfer instructions by the Company of any transfer of the Covered Shareholder Shares, unless such transfer is a Permitted Transfer. (b) The Covenanting Unitholder agrees that if it attempts Notwithstanding anything herein to Transfer the contrary, until the termination of this Agreement in accordance with Section 5.01, if, while a controlled Affiliate of a Shareholder (other than a “Controlled Affiliate”) holds any Covered Shareholder Shares as a result of a Permitted Transfer), vote or provide any other Person with the authority such Controlled Affiliate would cease to vote any be a controlled Affiliate in relation to such Shareholder, then such Shareholder shall, and shall cause such Controlled Affiliate to, take all actions necessary to Transfer all of the Covered Units other than Shareholder Shares held by such Person back to such Shareholder or to another Person that is a controlled Affiliate of such Shareholder prior to such Controlled Affiliate ceasing to be a controlled Affiliate in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company relation to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects with the terms of this AgreementShareholder. (c) The Covenanting Unitholder agrees that it Each Shareholder shall notcause its Affiliates to be bound by the applicable terms of this Agreement as if they were parties hereto, including Section 2.01, Section 4.02, Section 4.04 and Section 4.06, and shall cause each take the necessary steps to inform its Representatives of its controlled Affiliates the obligations undertaken pursuant to not, become a member this Agreement. Any violation of this Agreement by any of a “group” (as that term is used in Section 13(d) Shareholder’s Affiliates or Representatives shall be deemed to be a violation by such Shareholder of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder hereby agreesUntil the earlier to occur of (i) the Effective Time and (ii) the valid termination of the Merger Agreement in accordance with its terms (including any extension thereof), and except for a Permitted Transfer, each Unitholder hereby agrees not to (i) Transfer any of the Covered Units, any of the Existing GP Membership Interests or the Partnership GP Interest, beneficial ownership thereof or any other interest therein, (ii) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholder’s representations, warranties, covenants and obligations under this Agreement, (iii) take any action that would restrict or otherwise affect the Covenanting Unitholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any purported Transfer not in violation of compliance with this provision Section 4.1(a) shall be null and voidvoid ab initio. (b) The Covenanting Each Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote (including acting by written consent) or provide any other Person person with the authority to vote (including to act by written consent) any of the Covered Units , any of the Existing GP Membership Interests or the Partnership GP Interest other than in compliance with this Agreement, the Covenanting such Unitholder shall hereby unconditionally and irrevocably (during the term of this Agreement) instruct instructs the Company Partnership and the General Partner, as applicable, to not, (i) permit any such Transfer on its books and records, (ii) issue a Bookbook-Entry Interest entry interest or a new certificate representing any of the Covered Units, any of the Existing GP Membership Interests or the Partnership GP Interest or (iii) record such vote unless (including by written consent). (c) Each Unitholder agrees that such Unitholder will not (in such Unitholder’s capacity as a unitholder of the Partnership holder of Existing GP Membership Interests or the Partnership GP Interest) bring, commence, institute, maintain, prosecute or voluntarily aid any legal action or proceeding, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement, (ii) alleges that the execution and until the Covenanting Unitholder has complied in all respects delivery of this Agreement by such Unitholder, either alone or together with the terms other Partnership voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement, or the approval of the Merger Agreement and the Mergers by the General Partner, breaches any fiduciary or contractual duty of the General Partner or any member thereof or the Partnership or any partner thereof or (iii) would reasonably be expected to restrict or otherwise affect such Unitholder’s legal power, authority and ability to comply with and perform its covenants and obligations under this Agreement. (cd) The Covenanting Subject to Section 5.1, from the date of this Agreement and until the earlier of the Effective Time and the Expiration Time, except as otherwise permitted pursuant to Merger Agreement, each Unitholder agrees that it (acting solely in such Unitholder’s capacity as a unitholder of the Partnership , the holder of GP Membership Interests or the holder of the Partnership GP Interest) shall not, and shall use its reasonable best efforts to cause each its Representatives, directly or indirectly, not to (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) furnish any non-public information regarding the Partnership or any of its controlled Affiliates Subsidiaries or afford access to notthe business, become a member of a “group” (as that term is used in Section 13(d) properties, books or records of the Exchange Act) that the Covenanting Unitholder Partnership or such Affiliate is not currently a part any of and that has not been disclosed in a filing with the SEC prior its Subsidiaries, to the date hereof any person (other than as a result Kick, LP Merger Sub, GP Merger Sub or their respective directors, officers, employees, Affiliates or Representatives) in connection with or in response to an Acquisition Proposal or any inquiries regarding an Acquisition Proposal, (iii) engage or participate in any discussions or negotiations with any person (other than Kick, LP Merger Sub, GP Merger Sub or their respective directors, officers, employees, Affiliates or Representatives) with respect to an Acquisition Proposal or (iv) enter into any agreement with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal. Notwithstanding the foregoing, to the extent that the Partnership or the General Partner is permitted to engage in any of entering into this the foregoing activities pursuant to Section 5.2 of the Merger Agreement) for , the purpose Unitholder may participate in such activities; provided, that such action by the Unitholder would be permitted to be taken by the Partnership or the General Partner pursuant to Section 5.2 of opposing or competing with the transactions contemplated by the Merger Agreement. (de) The Covenanting Unitholder agrees For the avoidance of doubt, for the purposes of this Agreement, the Partnership or General Partner shall not to knowingly take be deemed an affiliate of Unitholder, and any action that would make any representation officer, director, employee, agent or warranty advisor of the Covenanting Unitholder contained herein untrue Partnership or incorrect General Partner (in any material respect or would reasonably each case, in their capacities as such), shall not be expected to have deemed a Representative of the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this AgreementUnitholder. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder hereby agreesUntil the earlier to occur of (i) the Effective Time and (ii) the valid termination of the Merger Agreement in accordance with its terms (including any extension thereof), and except for a Permitted Transfer, each Unitholder hereby agrees not to (i) Transfer any of the Covered Units, , beneficial ownership thereof or any other interest therein, (ii) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholder’s representations, warranties, covenants and obligations under this Agreement, (iii) take any action that would restrict or otherwise affect the Covenanting Unitholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any purported Transfer not in violation of compliance with this provision Section 4.1(a) shall be null and voidvoid ab initio. (b) The Covenanting Each Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote (including acting by written consent) or provide any other Person person with the authority to vote (including to act by written consent) any of the Covered Units other than in compliance with this Agreement, the Covenanting such Unitholder shall hereby unconditionally and irrevocably (during the term of this Agreement) instruct instructs the Company Partnership and the General Partner, as applicable, to not, (i) permit any such Transfer on its books and records, (ii) issue a Bookbook-Entry Interest entry interest or a new certificate representing any of the Covered Units, Units or (iii) record such vote unless (including by written consent). (c) Each Unitholder agrees that such Unitholder will not (in such Unitholder’s capacity as a unitholder of the Partnership) bring, commence, institute, maintain, prosecute or voluntarily aid any legal action or proceeding, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement, (ii) alleges that the execution and until the Covenanting Unitholder has complied in all respects delivery of this Agreement by such Unitholder, either alone or together with the terms other Partnership voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement, or the approval of the Merger Agreement and the Mergers by the General Partner, breaches any fiduciary or contractual duty of the General Partner or any member thereof or the Partnership or any partner thereof or (iii) would reasonably be expected to restrict or otherwise affect such Unitholder’s legal power, authority and ability to comply with and perform its covenants and obligations under this Agreement. (cd) The Covenanting Subject to Section 5.1, from the date of this Agreement and until the earlier of the Effective Time and the Expiration Time, except as otherwise permitted pursuant to Merger Agreement, each Unitholder agrees that it (acting solely in such Unitholder’s capacity as a unitholder of the Partnership) shall not, and shall use its reasonable best efforts to cause each its Representatives, directly or indirectly, not to (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) furnish any non-public information regarding the Partnership or any of its controlled Affiliates Subsidiaries or afford access to notthe business, become a member of a “group” (as that term is used in Section 13(d) properties, books or records of the Exchange Act) that the Covenanting Unitholder Partnership or such Affiliate is not currently a part any of and that has not been disclosed in a filing with the SEC prior its Subsidiaries, to the date hereof any person (other than as a result Kick, LP Merger Sub, GP Merger Sub or their respective directors, officers, employees, Affiliates or Representatives) in connection with or in response to an Acquisition Proposal or any inquiries regarding an Acquisition Proposal, (iii) engage or participate in any discussions or negotiations with any person (other than Kick, LP Merger Sub, GP Merger Sub or their respective directors, officers, employees, Affiliates or Representatives) with respect to an Acquisition Proposal or (iv) enter into any agreement with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal. Notwithstanding the foregoing, to the extent that the Partnership or the General Partner is permitted to engage in any of entering into this the foregoing activities pursuant to Section 5.2 of the Merger Agreement) for , the purpose Unitholder may participate in such activities; provided, that such action by the Unitholder would be permitted to be taken by the Partnership or the General Partner pursuant to Section 5.2 of opposing or competing with the transactions contemplated by the Merger Agreement. (de) The Covenanting Unitholder agrees For the avoidance of doubt, for the purposes of this Agreement, the Partnership or General Partner shall not to knowingly take be deemed an affiliate of Unitholder, and any action that would make any representation officer, director, employee, agent or warranty advisor of the Covenanting Unitholder contained herein untrue Partnership or incorrect General Partner (in any material respect or would reasonably each case, in their capacities as such), shall not be expected to have deemed a Representative of the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this AgreementUnitholder. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder From the date hereof until the Expiration Time, the Shareholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, specifically therein unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingContract with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting UnitholderShareholder’s representations, warranties, covenants and obligations under this Agreement, ; (iii) except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, take any action that would restrict or otherwise adversely affect the Covenanting UnitholderShareholder’s legal power, authority and right to vote all of the Covered Shares then Beneficially Owned by him, her or it or otherwise comply with and perform its his or her covenants and obligations under this Agreement, ; or (iv) convert publicly announce any intention to do any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunderforegoing. Any Transfer in violation of this provision shall be null void. The Shareholder further agrees to authorize and void. (b) The Covenanting Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units other than in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel request Green to notify the CompanyGreen’s transfer agent that there is a stop transfer order with respect to all Covered Shares until the Existing Units (Expiration Time and that this Agreement places limits on the voting Transfer of the Covered Shares until the Expiration Time. (b) The Shareholder hereby agrees to notify Veritex and transfer Green as promptly as practicable (and in any event within three Business Days after receipt) in writing of (i) the number of any additional shares of Green Common Stock or other securities of Green of which the Shareholder acquires Beneficial Ownership on or after the date hereof and (ii) any proposed Permitted Transfers of the Covered Shares, Beneficial Ownership thereof or other interest specifically therein. (c) In the event of a stock split, stock dividend or distribution, or any change in the Green Common Stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the terms “Existing Shares” and “Covered Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such Existing Units)shares may be changed or exchanged or which are received in such transaction.

Prohibition on Transfers, Other Actions. (a) The Covenanting Within any period during which EPD waives Distributions with respect to a Designated Unit pursuant to Section 2.1, the EPD Unitholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered UnitsDesignated Unit, beneficial ownership thereof or any other interest therein, ; (ii) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting EPD Unitholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) take any action that would could restrict or otherwise affect the Covenanting EPD Unitholder’s legal power, authority and right to comply with and perform his or its covenants and obligations under this Agreement; provided, (iv) convert any the foregoing shall not include or prohibit Transfers resulting from the foreclosure or sale of the Existing Designated Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into made by a Contract, commitment or other arrangement with respect lender pursuant to any matter related pledges or security interests relating to existing or future bona fide loans to EPD Unitholder that do not affect EPD Unitholder’s legal power, authority and right to comply with and perform his or its covenants and obligations under this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. (b) The Covenanting In the event of any Transfer resulting from the foreclosure or sale of Designated Units made by a lender pursuant to any bona fide loans to EPD Unitholder, EPD Unitholder hereby agrees to designate immediately an equal number of EPD Units to constitute the Designated Units required to be owned by it hereunder. To the extent EPD Unitholder does not own a sufficient number of EPD Units that are not Designated Units, to comply with its obligations under the prior sentence, at such time upon such event, EPD Unitholder agrees that if it attempts to Transfer (other than acquire a Permitted Transfer)sufficient number of additional EPD Units to so comply as promptly as practicable, vote or provide any other Person with the authority and to vote any of the Covered designate such EPD Units other than as Designated Units in compliance accordance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder During the term of this Agreement, each Shareholder hereby agrees, except for a Permitted Transfer, agrees not to (ia) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest thereintherein (including by tendering into a tender or exchange offer), unless such Transfer is a Permitted Transfer; (iib) grant any proxy, consent or power of attorney with respect to any of the Covered Shares or deposit any of the Covered Shares into a voting trust or enter into any a voting agreement, voting trust or arrangement or understanding, or with respect to any such Covered Shares; (c) take any other action, action that violates or conflicts with, would or would reasonably be expected to violate make any representation or conflict with, warranty contained in this Agreement untrue or incorrect or that would or would reasonably be expected to result in restrict or give rise to a violation otherwise adversely affect the performance of or conflict with, have the Covenanting Unitholder’s representations, warranties, covenants and effect of preventing or disabling such Shareholder from performing any of its obligations under this Agreement, ; or (iiid) commit or agree (whether or not in writing) to take any action that would restrict or otherwise affect the Covenanting Unitholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Unitsactions prohibited by the foregoing clause (a), (b) or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunderc). Any Transfer or other action in violation of this provision shall be null and void. (b) The Covenanting Unitholder agrees void ab initio. It is hereby clarified that if it attempts to any involuntary Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote of any of the Covered Units other than Shares shall occur (such as in compliance with the case of appointment of a receiver to Shareholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Covered Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Covenanting Unitholder shall unconditionally and irrevocably (during valid termination of this Agreement. During the term of the Agreement, Parent shall not recognize and shall issue stop-transfer instructions to its transfer agent (if relevant) with respect to any sale, pledge, or transfer, except upon the conditions specified in this Agreement) instruct the Company to not, (i) permit . A transferring Shareholder will cause any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any proposed transferee of the Covered Units, or (iii) record Shares pursuant to a Permitted Transfer to agree to take and hold such vote unless securities subject to the provisions and until upon the Covenanting Unitholder has complied conditions specified in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. Except as otherwise provided in this Section, each Shareholder, severally and not jointly and severally, hereby agrees not to, directly or indirectly, (a) The Covenanting Unitholder hereby agrees, except for a Permitted Transfer, not to Transfer (idefined below) Transfer any of the its Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, specifically therein (iiincluding by tendering into any tender or exchange offer by any Person) or any voting rights with respect thereto; (b) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, action that violates or conflicts with, or would reasonably be expected to violate prevent or conflict withdisable such Shareholder from performing his, her or its obligations under this Agreement; (c) take any action that would reasonably be expected to result in or give rise to a violation of or conflict with, such Shareholder not having the Covenanting Unitholder’s representations, warranties, covenants and obligations under this Agreement, (iii) take any action that would restrict or otherwise affect the Covenanting Unitholder’s legal power, authority and right to comply with and perform his, her or its covenants and obligations under this Agreement, ; (ivd) convert make any public statements that are inconsistent with its support of the Transactions or publicly propose to do any of the Existing Units or any PIK Units into Common Units, foregoing or (ve) discuss, negotiate, make an offer commit or enter into a Contract, commitment or other arrangement with respect agree to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. (b) The Covenanting Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote take any of the Covered Units other than in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (foregoing actions during the term of this Agreement) instruct the Company to not, (i) permit any . Any purported Transfer of such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Shareholder’s Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied Shares in all respects with the terms violation of this Agreement. (c) The Covenanting Unitholder agrees that it Section shall not, be null and void ab initio. No Shareholder shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make result in the conversion of any representation or warranty shares of Company Class A Stock into shares of Company Common Stock without the prior written consent of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have Company and the effect Lenders’ Representative. Simultaneously with the execution and delivery of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall , each Shareholder and does hereby authorize the Company or its counsel shall deliver joint written instructions to notify the Company’s transfer agent stating that there while this Agreement is in effect, (i) such Shareholder’s Covered Shares cannot be Transferred in any manner, other than to a stop transfer order Person that has executed a counterpart to this Agreement in accordance with the terms and conditions of this Section and that has otherwise complied with the terms and conditions of this Section and (ii) no action can be taken that would result in such Shareholder’s Covered Shares that are shares of Company Class A Stock being converted into shares of Company Common Stock, in each case, without the prior written consent of the Company and the Lenders’ Representative. If any Covered Shares are acquired after the date of this Agreement by any Shareholder, upon acquisition of such Covered Shares notice shall be delivered to the Company with respect to such newly acquired Covered Shares and the Existing Units foregoing instructions shall be delivered to the Company’s transfer agent. Notwithstanding the restrictions in this Section, each Shareholder shall be permitted to Transfer Covered Shares to any Person (x) that executes a joinder, in form and that this Agreement places limits on substance reasonably satisfactory to the voting Lenders’ Representative, agreeing to be bound by the terms and transfer conditions hereof with respect to such Covered Shares so Transferred and (y) with respect to any Person other than a direct or indirect Beneficial Owner of such Existing Units).Shareholder, if it is reasonably satisfactory to the Lenders’ Representative that such Person will comply with such terms and conditions hereof; provided, that, in the case of a Transfer of shares of Company Class A Stock, such Transfer would not result in the conversion of any such shares of Company Class A Stock pursuant to the Company’s articles of incorporation, code of

Prohibition on Transfers, Other Actions. Until the Merger Agreement Termination Date, the Shareholder shall not (a) The Covenanting Unitholder hereby agrees, except for a Permitted Transfer, not to (i) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest thereintherein unless (i) such Transfer is a Permitted Transfer, and (ii) such Permitted Transferee executes and delivers to Parent a written agreement, in form and substance acceptable to Parent, to assume all of the Shareholder’s obligations hereunder in respect of the securities subject to such Transfer and to be bound by the terms of this Agreement, with respect to the securities subject to such Transfer, to the same extent as the Shareholder is bound hereunder and to make each of the representations and warranties hereunder in respect of the securities Transferred as the Shareholder Party shall have made hereunder, (iib) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting UnitholderShareholder’s representations, warranties, covenants and obligations under this AgreementAgreement or is inconsistent with the transactions contemplated by the Merger Agreement or the provisions thereof, (iiic) directly or indirectly take any action or cause the taking of any other action that would could restrict or otherwise affect the Covenanting UnitholderShareholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, Agreement or (vd) discuss, negotiate, make an offer or enter into a Contractcontract, agreement, understanding, commitment or other arrangement with respect to any matter related to this Agreement, except, except in the case of clause (vd) as would not reasonably be expected to prevent or materially delay the such Stockholder’s ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. (b) The Covenanting Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfervoid ab initio. Notwithstanding any provision of this Section 4.1 or of Section 4.3(a), vote or provide any other Person the Shareholder may (x) concurrently with the authority to vote any termination of the Covered Units other than Merger Agreement in compliance accordance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d8.01(f) of the Exchange Act) that Merger Agreement, enter into an agreement to support a Superior Proposal in which it is treated in the Covenanting Unitholder or same manner as all other shareholders of the Company, if such Affiliate agreement is not currently a part of and that has not been disclosed in a filing with the SEC prior no more favorable to the date hereof Person making the Superior Proposal than this Agreement is to Parent and Merger Sub, (other than as a result of entering into this Agreementy) for indicate its intention to take the purpose of opposing or competing action described in clause (x) substantially concurrently with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent delivery of a notice of its intent to so terminate this Agreement initiating a Notice Period under Section 5.02(c) of the Merger Agreement and (z) discuss a Competing Proposal with the Company, provided that there is a stop transfer order (A) the Company has signed an Acceptable Confidentiality Agreement with respect to the Existing Units such Competing Proposal and (and that this Agreement places limits on the voting and transfer B) Parent is kept informed of such Existing Units)discussions. For the avoidance of doubt, nothing herein shall prevent the Shareholder from discussing, negotiating or entering into any contract or agreement after the Merger Agreement Termination Date.

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder Until the earlier of the receipt of the Beneficial Stockholder Approval or the date on which the Merger Agreement is terminated in accordance with its terms, the Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, specifically therein unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingContract with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting UnitholderStockholder’s representations, warranties, covenants and obligations under this Agreement, ; (iii) except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, take any action that would could restrict or otherwise affect the Covenanting UnitholderStockholder’s legal power, authority and right to vote all of the Covered Shares then Beneficially Owned by him or her, or otherwise comply with and perform its his or her covenants and obligations under this Agreement, ; or (iv) convert publicly announce any intention to do any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunderforegoing. Any Transfer in violation of this provision shall be null void. Following the date hereof, Beneficial shall notify its transfer agent that there is a stop transfer order with respect to all of the Covered Shares until the termination of this Agreement and voidthat this Agreement places limits on the voting of the Covered Shares subject to the provisions of this Agreement. (b) The Covenanting Unitholder Stockholder understands and agrees that if it the Stockholder attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units Shares other than in compliance with this Agreement, Beneficial shall not, and the Covenanting Unitholder shall Stockholder hereby unconditionally and irrevocably (during the term of this Agreement) instruct the Company instructs Beneficial to not, not (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered UnitsShares, or (iii) record such vote unless and until the Covenanting Unitholder has Stockholder shall have complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder Until the earlier of the receipt of the Bryn Mawr Shareholder Approval or the date on which the Merger Agreement is terminated in accordance with its terms, the Shareholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, specifically therein unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingContract with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting UnitholderShareholder’s representations, warranties, covenants and obligations under this Agreement, ; (iii) except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, take any action that would could restrict or otherwise affect the Covenanting UnitholderShareholder’s legal power, authority and right to vote all of the Covered Shares then Beneficially Owned by him or her, or otherwise comply with and perform its his or her covenants and obligations under this Agreement, ; or (iv) convert publicly announce any intention to do any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunderforegoing. Any Transfer in violation of this provision shall be null void. Following the date hereof, Bryn Mawr shall notify its transfer agent that there is a stop transfer order with respect to all of the Covered Shares and voidthat this Agreement places limits on the voting of the Covered Shares; subject to the provisions hereof and provided that any such stop transfer order and notice will immediately be withdrawn and terminated by Bryn Mawr following the termination of this Agreement in accordance with Section 5.1. (b) The Covenanting Unitholder Shareholder understands and agrees that if it the Shareholder attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units Shares other than in compliance with this Agreement, Bryn Mawr shall not, and the Covenanting Unitholder shall Shareholder hereby unconditionally and irrevocably (during the term of this Agreement) instruct the Company instructs Bryn Mawr to not, not (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered UnitsShares, or (iii) record such vote unless and until the Covenanting Unitholder has Shareholder shall have complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder Each Shareholder hereby agrees, except for a Permitted Transfer, not to (i) Transfer any of the Covered UnitsShares, beneficial ownership thereof or any other interest therein, (ii) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholdersuch Shareholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) take any action that would restrict or otherwise affect the Covenanting Unitholdersuch Shareholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. (b) The Covenanting Unitholder Each Shareholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote vote, provide consent in lieu of a meeting or provide any other Person with the authority to vote or provide consent with respect to any of the Covered Units Shares other than in compliance with this Agreement, the Covenanting Unitholder such Shareholder shall be deemed to have unconditionally and irrevocably (during the term of this Agreement) instruct the Company instructed PAGP to not, (i) permit any such Transfer on its books and records, (ii) issue a Bookbook-Entry Interest entry interest or a new certificate representing any of the Covered UnitsShares, or (iii) record such vote or consent unless and until the Covenanting Unitholder such Shareholder has complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder Each Shareholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder such Shareholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with with, or otherwise interfering with, impeding or delaying the consummation of, the transactions contemplated by the Merger Simplification Agreement. (d) The Covenanting Unitholder Each Shareholder agrees not to knowingly take any action that would make any representation of its representations or warranty of the Covenanting Unitholder warranties contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding impeding, interfering with, delaying or interfering with or otherwise adversely affecting in any material respect the its due and timely performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder During the term of this Agreement, the Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (ia) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest thereintherein (including by tendering into a tender or exchange offer), (iib) other than as set for in Section 2.1 hereof, grant any proxy, consent or power of attorney with respect to any of the Covered Shares or deposit any of the Covered Shares into a voting trust or enter into any a voting agreement, voting trust or arrangement or understandingwith respect to any such Covered Shares, or (c) take any other action, action that violates or conflicts with, would or would reasonably be expected to violate make any representation or conflict with, warranty contained in this Agreement untrue or incorrect or that would or would reasonably be expected to result in restrict or give rise to a violation otherwise adversely affect the performance of or conflict with, have the Covenanting Unitholder’s representations, warranties, covenants and effect of preventing or disabling such Stockholder from performing any of its obligations under this Agreement, or (iiid) commit or agree (whether or not in writing) to take any action that would restrict or otherwise affect the Covenanting Unitholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Unitsactions prohibited by the foregoing clauses (a), (b) or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunderc). Any Transfer or other action in violation of this provision shall be null and void. (b) The Covenanting Unitholder agrees void ab initio. It is hereby clarified that if it attempts to any involuntary Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote of any of the Covered Units other than Shares shall occur (such as in compliance with the case of appointment of a receiver to Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Covered Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Covenanting Unitholder shall unconditionally and irrevocably (during the term valid termination of this Agreement) instruct . Notwithstanding the Company to notforegoing, (i) permit any such this Section 4.1 shall not prohibit a Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered UnitsShares (or any Beneficial Ownership thereof) by the Stockholder to: (a) any member of Stockholder's immediate family; (b) a trust under which distributions may be made only to the Stockholder or any member of the Stockholder's immediate family; or (c) the Stockholder’s executors, administrators, testamentary trustees, legatees, or (iii) record beneficiaries, for bona fide estate planning purposes pursuant to will or the laws of intestate succession/to an Affiliate of Stockholder; provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such vote unless Transfer, the transferee agrees in a writing, reasonably satisfactory in form and until the Covenanting Unitholder has complied in substance to FaZe, to be bound by all respects with of the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder hereby agreesCore Company Securityholder agrees that, except for a Permitted Transferfrom the date hereof until the Effective Time (and without limitation of the provisions set forth in Section 4.01(b)), the Core Company Securityholder shall not to (i) Transfer any or permit the Transfer of the Core Company Securityholder’s Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, therein unless such Transfer is a Permitted Transfer effected in accordance with the terms of this Agreement; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict withconflict, or would reasonably be expected to result in or give rise to a violation of or conflict withof, the Covenanting UnitholderCore Company Securityholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) take any action that would restrict or otherwise adversely affect the Covenanting UnitholderCore Company Securityholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null void ab initio. Until the earlier of the termination of the BCA in accordance with its terms and voidthe Effective Time (and without limitation of the provisions set forth in Section 4.01(b)), the Core Company Securityholder (A) shall not request that the Company register the transfer (book-entry or otherwise) of any of the Core Company Securityholder’s Covered Shares or any certificate in respect thereof and (B) hereby consents to the entry of stop transfer instructions by the Company with respect to any transfer of the Core Company Securityholder’s Covered Shares, unless, in each case, such transfer is a Permitted Transfer effected in accordance with the terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any action, or restrict the Core Company Securityholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of the date hereof as set forth on Schedule 1 to the extent such action or restriction is inconsistent with the terms of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure with respect to such pledge or security interest, the Core Company Securityholder agrees that there are no terms of any such pledge or security interest that will prevent or impair the Core Company Securityholder from complying with any obligation, agreement or covenant set forth herein. (b) The Covenanting Unitholder agrees that if it attempts to Core Company Securityholder shall not Transfer, or permit any Transfer, of the Core Company Securityholder’s Covered Shares (unless such Transfer (other than is a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units other than Transfer effected in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects accordance with the terms of this Agreement. ) until the earlier of (ci) The Covenanting Unitholder agrees three hundred and sixty (360) days after the completion of the Business Combination and (ii) the date on which New PubCo (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that it shall notresults in all of New PubCo’s (or such successor’s) shareholders having the right to exchange their securities for cash, and shall cause each securities or other property (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to the Business Combination, the closing price of its controlled Affiliates to not, become a member of a “group” the New Pubco Common Shares equals or exceeds $12.00 per share (as that term is used in Section 13(d) of adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreementlike) for any 20 trading days within a 30-trading day period commencing at least 150 days after the purpose of opposing or competing with Business Combination, the transactions contemplated by Core Company Securityholder’s Covered Shares shall be released from the Merger AgreementCore Company Securityholder’s Covered Shares Lock-up. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder Each Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, ; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholdersuch Stockholder’s representations, warranties, covenants and obligations under this Agreement, ; (iii) take any action that would could restrict or otherwise affect the Covenanting Unitholdersuch Stockholder’s legal power, authority and right to comply with and perform his or its covenants and obligations under this Agreement, ; or (iv) convert permit the Covered Shares to become subject to any Lien. Notwithstanding the foregoing, such Stockholder shall have the right to transfer Covered Shares to (1) any Family Member; (2) the trustee or trustees of a trust for the benefit of such Stockholder and/or one or more Family Members; (3) a partnership of which such Stockholder and/or Family Members owns all of the Existing Units or partnership interests; (4) a limited liability company of which such Stockholder and/or any PIK Units into Common Units, Family Members owns all of the membership interests; or (v5) discussthe executor, negotiateadministrator or personal representative of the estate of Stockholder (each a “Permitted Transferee”), make an offer or enter into provided that (i) before any such transfer, the Permitted Transferee agrees in writing, in form and substance reasonably satisfactory to Holdings, to be bound as a Contract, commitment or other arrangement with respect to any matter related to Stockholder under this Agreement, except, and (ii) such Stockholder and Permitted Transferee have not breached or violated this Agreement. Such Stockholder acknowledges and agrees that any transfer permitted by this Section 4.1 will not be effective until the transferee agrees in writing to be bound by the case terms of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunderthis Agreement. Any Transfer in violation of this provision shall be null and void. (b) The Covenanting Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any . In furtherance of the Covered Units other than in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to notconcurrently herewith, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall noteach Stockholder shall, and shall cause each of its controlled Affiliates to nothereby authorizes Holdings, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its their respective counsel to to, notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Existing Units (Stockholders’ Covered Shares and that this Agreement places limits on the voting and transfer of such Existing Units)Covered Shares.

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder hereby agreesUntil the termination of this Agreement in accordance with Section 5.01, except for a Permitted Transfer, the Stockholder agrees that it shall not to (i) Transfer any of the Covered UnitsStockholder Shares, beneficial ownership Beneficial Ownership thereof or any other interest thereintherein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer. The Stockholder agrees that it shall not, and shall not permit any Affiliate to, (iii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting UnitholderStockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iiiii) take any action that would could restrict or otherwise affect the Covenanting UnitholderStockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null void ab initio. Neither the Stockholder nor any of its Affiliates shall request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any of the Covered Stockholder Shares and voidthe Stockholder hereby consents, and will cause its Affiliates to consent, to the entry of stop transfer instructions by the Company of any transfer of the Covered Stockholder Shares, unless such transfer is a Permitted Transfer. (b) The Covenanting Unitholder agrees that if it attempts Notwithstanding anything herein to the contrary, until the termination of this Agreement in accordance with Section 5.01, if, while a controlled Affiliate of the Stockholder (a “Controlled Affiliate”) holds any Covered Stockholder Shares, such Controlled Affiliate would cease to be a controlled Affiliate in relation to the Stockholder, then the Stockholder shall, and shall cause such Controlled Affiliate to, take all actions necessary to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any all of the Covered Units other than in compliance with this Agreement, Stockholder Shares held by such Person back to the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company Stockholder or to not, (i) permit any such Transfer on its books and records, (ii) issue another Person that is a Book-Entry Interest or a new certificate representing any controlled Affiliate of the Covered Units, or (iii) record Stockholder prior to such vote unless and until Controlled Affiliate ceasing to be a controlled Affiliate in relation to the Covenanting Unitholder has complied in all respects with the terms of this AgreementStockholder. (c) The Covenanting Unitholder agrees that it Stockholder shall notcause its Affiliates to be bound by the applicable terms of this Agreement as if they were parties hereto, including Section 4.01 and Section 4.05, and shall cause each of take the necessary steps to inform its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) Representatives of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior obligations undertaken pursuant to the date hereof (other than as a result of entering into this Agreement) for . Any violation of this Agreement by any of the purpose of opposing Stockholder’s Affiliates or competing with the transactions contemplated Representatives shall be deemed to be a violation by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty Stockholder of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. Except as otherwise provided in this Section, each Shareholder, severally and not jointly and severally, hereby agrees not to, directly or indirectly, (a) The Covenanting Unitholder hereby agrees, except for a Permitted Transfer, not to Transfer (idefined below) Transfer any of the its Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, specifically therein (iiincluding by tendering into any tender or exchange offer by any Person) or any voting rights with respect thereto; (b) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, action that violates or conflicts with, or would reasonably be expected to violate prevent or conflict withdisable such Shareholder from performing his, her or its obligations under this Agreement; (c) take any action that would reasonably be expected to result in or give rise to a violation of or conflict with, such Shareholder not having the Covenanting Unitholder’s representations, warranties, covenants and obligations under this Agreement, (iii) take any action that would restrict or otherwise affect the Covenanting Unitholder’s legal power, authority and right to comply with and perform his, her or its covenants and obligations under this Agreement, ; (ivd) convert make any public statements that are inconsistent with its support of the Transactions or publicly propose to do any of the Existing Units or any PIK Units into Common Units, foregoing or (ve) discuss, negotiate, make an offer commit or enter into a Contract, commitment or other arrangement with respect agree to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. (b) The Covenanting Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote take any of the Covered Units other than in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (foregoing actions during the term of this Agreement) instruct the Company to not, (i) permit any . Any purported Transfer of such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Shareholder’s Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied Shares in all respects with the terms violation of this Agreement. (c) The Covenanting Unitholder agrees that it Section shall not, be null and void ab initio. No Shareholder shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make result in the conversion of any representation or warranty shares of Company Class A Stock into shares of Company Common Stock without the prior written consent of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have Company and the effect Lenders’ Representative. Simultaneously with the execution and delivery of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall , each Shareholder and does hereby authorize the Company or its counsel shall deliver joint written instructions to notify the Company’s transfer agent stating that there while this Agreement is in effect, (i) such Shareholder’s Covered Shares cannot be Transferred in any manner, other than to a stop transfer order Person that has executed a counterpart to this Agreement in accordance with respect to the Existing Units (terms and conditions of this Section and that has otherwise complied with the terms and conditions of this Agreement places limits on Section and (ii) no action can be taken that would result in such Shareholder’s Covered Shares that are shares of Company Class A Stock being converted into shares of Company Common Stock, in each case, without the voting prior written consent of the Company and transfer the Lenders’ Representative. If any Covered Shares are acquired after the date of such Existing Units).this

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder Each Stockholder hereby agrees, except for a Permitted Transfer, not to (i) Transfer any of the Covered UnitsShares, beneficial ownership thereof or any other interest therein, (ii) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholdersuch Stockholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) take any action that would restrict or otherwise affect the Covenanting Unitholdersuch Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. (b) The Covenanting Unitholder Each Stockholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units Shares other than in compliance with this Agreement, the Covenanting Unitholder such Stockholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Bookbook-Entry Interest entry interest or a new certificate representing any of the Covered UnitsShares, or (iii) record such vote unless and until the Covenanting Unitholder such Stockholder has complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder Each Stockholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder such Stockholder or such controlled Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than with the ETP Parties including as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder Each Stockholder agrees not to knowingly take any action that would make any representation of its representations or warranty of the Covenanting Unitholder warranties contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the its performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder Until the earlier of the receipt of the Xxxxxxx Shareholder Approval or the date on which the Merger Agreement is terminated in accordance with its terms, the Individual hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered Units, beneficial ownership thereof Shares or any other interest therein, specifically in the Covered Shares unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingContract with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting UnitholderIndividual’s representations, warranties, covenants and obligations under this Agreement, ; (iii) except as otherwise permitted by this Agreement or by Order, take any action that would could restrict or otherwise affect the Covenanting UnitholderIndividual’s legal power, authority and right to vote all of the Covered Shares then Beneficially Owned by him or her in accordance with this Agreement, or otherwise comply with and perform its his or her covenants and obligations under this Agreement, ; or (iv) convert publicly announce any intention to do any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunderforegoing. Any Transfer in violation of this provision shall be null void. Following the date hereof, Xxxxxxx shall notify its transfer agent that there is a stop transfer order with respect to all of the Covered Shares until the termination of this Agreement and voidthat this Agreement places limits on the voting of the Covered Shares subject to the provisions of this Agreement. (b) The Covenanting Unitholder Individual understands and agrees that if it the Individual attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units Shares other than in compliance with this Agreement, Xxxxxxx shall not, and the Covenanting Unitholder shall Individual hereby unconditionally and irrevocably (during the term of this Agreement) instruct the Company instructs Xxxxxxx to not, not (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered UnitsShares, or (iii) record such vote unless and until the Covenanting Unitholder has Individual shall have complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. Until the termination of this Agreement in accordance with Section 5.1, each Principal Holder agrees, solely with respect to him or herself, that he or she shall not (a) The Covenanting Unitholder hereby agrees, except for a Permitted Transfer, not to (i) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest thereintherein unless (i) such Transfer is a Permitted Transfer, and (ii) such Permitted Transferee executes and delivers to Parent a written agreement, in form and substance reasonably acceptable to Parent, to assume all of such Principal Holder’s obligations hereunder in respect of the securities subject to such Transfer and to be bound by the terms of this Agreement, with respect to the securities subject to such Transfer, to the same extent as such Principal Holder is bound hereunder and to make each of the representations and warranties hereunder in respect of the securities Transferred as such Principal Holder shall have made hereunder, (iib) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholdersuch Principal Holder’s representations, warranties, covenants and obligations under this AgreementAgreement or is inconsistent with the transactions contemplated by the Merger Agreement or the provisions thereof, (iiic) directly or indirectly take any action or cause the taking of any other action that would could restrict or otherwise affect the Covenanting Unitholdersuch Principal Holder’s legal power, authority and right to comply with and perform its his or her covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, Agreement or (vd) discuss, negotiate, make an offer or enter into a Contractcontract, agreement, understanding, commitment or other arrangement with respect to any matter related to this Agreement, except, except in the case of clause (vd) as would not reasonably be expected to prevent or materially delay the such Principal Holder’s ability of the Covenanting Unitholder to perform its his or her obligations hereunder. Any Transfer in violation of this provision shall be null and void. void ab initio. Notwithstanding any provision of this Section 4.1, any Principal Holder may (by) The Covenanting Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person concurrently with the authority to vote any termination of the Covered Units other than Merger Agreement in compliance accordance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d7.4(a) of the Exchange Act) that Merger Agreement, enter into an agreement to support a Superior Proposal in which such Principal Holder is treated in the Covenanting Unitholder or same manner as all other stockholders of the Company, if such Affiliate agreement is not currently a part of and that has not been disclosed in a filing with the SEC prior no more favorable to the date hereof Person making the Superior Proposal than this Agreement is to Parent and Merger Sub and (other than as z) indicate his or her intention to take the action described in clause (y) following the Company’s delivery of a result notice of entering into its intent to so terminate this AgreementAgreement under Section 5.4(e) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder Until the earlier of the receipt PLFC Shareholder Approval or the date on which the Merger Agreement is terminated in accordance with its terms, the Individual hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, specifically therein unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting UnitholderIndividual’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, take any action that would could restrict or otherwise affect the Covenanting UnitholderIndividual’s legal power, authority and right to vote all of the Covered Shares then owned of record or beneficially by him or otherwise comply with and perform its his covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. (b) The Covenanting Unitholder Individual understands and agrees that if it the Individual attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units Shares other than in compliance with this Agreement, PLFC shall not, and the Covenanting Unitholder shall Individual hereby unconditionally and irrevocably (during the term of this Agreement) instruct the Company instructs PLFC to not, not (i) permit any such Transfer on its books Books and recordsRecords, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered UnitsShares, or (iii) record such vote unless and until the Covenanting Unitholder has Individual shall have complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder hereby agreesEach Core Company Securityholder agrees that, except for a Permitted Transferfrom the date hereof until the Company Merger Effective Time (and without limitation of the provisions set forth in Section 4.01(b)), such Core Company Securityholder shall not to (i) Transfer any or permit the Transfer of the such Core Company Securityholder’s Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, therein unless such Transfer is a Permitted Transfer effected in accordance with the terms of this Agreement; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict withconflict, or would reasonably be expected to result in or give rise to a violation of or conflict withof, the Covenanting Unitholdersuch Core Company Securityholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) take any action that would restrict or otherwise adversely affect the Covenanting Unitholdersuch Core Company Securityholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null void ab initio. Until the earlier of the termination of the BCA in accordance with its terms and void. the Effective Time (band without limitation of the provisions set forth in Section 4.01(b)), such Core Company Securityholder (A) The Covenanting Unitholder agrees shall not request that if it attempts the Company register the transfer (book-entry or otherwise) of any of such Core Company Securityholder’s Covered Shares or any certificate in respect thereof and (B) hereby consents to Transfer (other than the entry of stop transfer instructions by the Company with respect to any transfer of such Core Company Securityholder’s Covered Shares, unless, in each case, such transfer is a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units other than Transfer effected in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects accordance with the terms of this Agreement. Notwithstanding the foregoing, unless and until the Company or BHAC obtains not less than $50,000,000 in additional financing following the execution and delivery of the BCA, a Core Company Securityholder may Transfer such Core Company Securityholder’s Covered Shares comprising such Core Company Securityholder’s direct or indirect equity interests in New Rise (including any securities convertible into or exercisable or exchangeable for direct or indirect equity interests in New Rise, the "New Rise Equity Interests"), in one or more transactions, in an aggregate amount of up to the lesser of (x) 15% of such Core Company Securityholder’s New Rise Equity Interests and (y) $100,000,000, and any such transfer(s) shall be considered a Permitted Transfer for all purposes of this Agreement; provided, however, that prior to any such Transfer (1) the Core Company Securityholder reasonably consults with the SPAC and the Company with respect to such Transfer, (2) the transferee must enter into a written agreement with the Company, the SPAC and NewCo agreeing to be bound by the terms of this Agreement as if a party hereto in form and substance reasonably acceptable to the SPAC and the Company and (3) the agreement between the Core Company Securityholder and the transferee include provisions, in form and substance reasonably acceptable to the Company and the SPAC, through which the transferee agrees to sell such acquired New Rise Equity Interests to the Company at the closing of the New Rise Acquisitions, and if the foregoing is not satisfied, such transfer shall not be considered a Permitted Transfer hereunder and shall be null and void ab initio. (cb) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement[Intentionally Omitted]. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder hereby agreesEach Core Company Securityholder agrees that, except for a Permitted Transferfrom the date hereof until the Company Merger Effective Time (and without limitation of the provisions set forth in Section 4.01(b)), such Core Company Securityholder shall not to (i) Transfer any or permit the Transfer of the such Core Company Securityholder’s Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, therein unless such Transfer is a Permitted Transfer effected in accordance with the terms of this Agreement; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict withconflict, or would reasonably be expected to result in or give rise to a violation of or conflict withof, the Covenanting Unitholdersuch Core Company Securityholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) take any action that would restrict or otherwise adversely affect the Covenanting Unitholdersuch Core Company Securityholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null void ab initio. Until the earlier of the termination of the BCA in accordance with its terms and void. the Effective Time (band without limitation of the provisions set forth in Section 4.01(b)), such Core Company Securityholder (A) The Covenanting Unitholder agrees shall not request that if it attempts the Company register the transfer (book-entry or otherwise) of any of such Core Company Securityholder’s Covered Shares or any certificate in respect thereof and (B) hereby consents to Transfer (other than the entry of stop transfer instructions by the Company with respect to any transfer of such Core Company Securityholder’s Covered Shares, unless, in each case, such transfer is a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units other than Transfer effected in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects accordance with the terms of this Agreement. (cb) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates With respect to not, become a member of a “group” ninety percent (as that term is used in Section 13(d90%) of the Exchange Act) that undersigned Core Company Securityholder’s Covered Shares (the Covenanting Unitholder “Lock-up Shares”), the Core Company Securityholder shall not Transfer, or permit any Transfer, of such Affiliate Lock-Up Shares (unless such Transfer is not currently a part of and that has not been disclosed Permitted Transfer effected in a filing accordance with the SEC prior to the date hereof (other than as a result terms of entering into this Agreement) for until the purpose earlier of opposing or competing with (i) twelve (12) months after the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty completion of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have Business Combination and (ii) the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. date on which NewCo (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of NewCo’s (or such successor’s) shareholders having the right to notify exchange their securities for cash, securities or other property (the Company’s transfer agent that there is “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to the Business Combination, the closing price of the shares of NewCo Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a stop transfer order 30-trading day period commencing at least 150 days after the Business Combination, such Lock-up Shares shall be released from such lock-up. Notwithstanding the foregoing, with respect to the Existing Units Lock-up Shares, the Core Company Securityholder may Transfer, or permit a Transfer of, such Lock-up Shares according to the following schedule: (i) on or after ninety (90) days following the first quarterly earnings release published following the completion of the Business Combination, ten percent (10%) of the Lock-up Shares; (ii) on or after one hundred eighty (180) days following the closing date of the Business Combination, thirty percent (30%) of the Lock-up Shares; and that this Agreement places limits (iii) on or after three hundred sixty (360) days following the voting and transfer closing date of such Existing Units)the Business Combination, sixty percent (60%) of the Lock-up Shares.

Prohibition on Transfers, Other Actions. During the term of this Agreement: (a) The Covenanting Unitholder Each Shareholder hereby agrees, except for a Permitted Transfer, not to (i) Transfer any of the Covered UnitsShares, beneficial ownership thereof or any other interest therein, (ii) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholdersuch Shareholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) take any action that would restrict or otherwise affect the Covenanting Unitholdersuch Shareholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. (b) The Covenanting Unitholder Each Shareholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote vote, provide consent in lieu of a meeting or provide any other Person with the authority to vote or provide consent with respect to any of the Covered Units Shares, other than in compliance with this Agreement, the Covenanting Unitholder such Shareholder shall be deemed to have unconditionally and irrevocably (during the term of this Agreement) instruct the Company instructed AMGP to not, (i) permit any such Transfer on its books and records, (ii) issue a Bookbook-Entry Interest entry interest or a new certificate representing any of the Covered UnitsShares, or (iii) record such vote or consent unless and until the Covenanting Unitholder such Shareholder has complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder Each Shareholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder such Shareholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with with, or otherwise interfering with, impeding or delaying the transactions contemplated by consummation of, the Merger AgreementTransactions. (d) The Covenanting Unitholder Each Shareholder agrees not to knowingly take any action that would make any representation of its representations or warranty of the Covenanting Unitholder warranties contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding impeding, interfering with, delaying or interfering with or otherwise adversely affecting in any material respect the its due and timely performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect Notwithstanding anything in this Agreement to the Existing Units contrary, Xxxx X. Xxxx and Mockingbird Investments LLC shall be permitted to Transfer AMGP Common Shares to Western Colorado University (formerly known as Western State Colorado University) and Colorado University (or their designees) in connection with Xx. Xxxx’x previously announced charitable gift, and upon any such Transfer, such AMGP Common Shares shall cease to be Covered Shares; provided, however, that Xx. Xxxx and Mockingbird Investments LLC shall not Transfer, in the aggregate, more than 5.5 million AMGP Common Shares pursuant to this Agreement places limits on Section 4.1(e) without the voting and transfer prior approval of such Existing Unitsthe AMLP Conflicts Committee (as defined in the Simplification Agreement).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder Until the earlier of the Effective Time or, if earlier, the termination of this Agreement or the Merger Agreement in accordance with their respective terms, each Shareholder hereby covenants and agrees, except for a Permitted Transferseverally and not jointly, not to (i) Transfer any of the such Shareholder’s Covered UnitsSecurities, beneficial ownership Beneficial Ownership thereof or any other interest therein, specifically therein (including by tendering into any tender or exchange offer by any Person other than Pineapple or any of its subsidiaries); (ii) enter into any agreement, arrangement or understandingunderstanding with any Person (other than Pineapple), or take any other action, action that violates would prevent or conflicts with, disable such Shareholder from performing his or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholder’s representations, warranties, covenants and her obligations under this Agreement, ; or (iii) take any action that would restrict or otherwise affect result in such Shareholder not having the Covenanting Unitholder’s legal power, authority and or right to comply with and perform its his or her covenants and obligations under this Agreement; provided, (iv) convert any that this Section 4.1 shall not prohibit the Transfer of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. (b) The Covenanting Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units other than in compliance with this Agreement, Securities by such Shareholder (A) upon the Covenanting Unitholder shall unconditionally and irrevocably (during the term death of this Agreement) instruct the Company to notsuch Shareholder, (iB) permit to any member of such Transfer on its books and recordsShareholder’s immediate family, (iiC) issue as a Book-Entry Interest or a new certificate representing any result of the Covered Unitsforfeiture to Parent or cancellation of any equity award pursuant to the terms thereof, or (iiiD) record the sale of Shares issued pursuant to an equity award upon vesting, settlement or exercise of such vote unless equity award solely to cover the exercise price thereof or to satisfy tax obligations resulting from such vesting, settlement or exercise; provided, however, that any Transfer referred to in the foregoing clause (A) or (B) shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and until the Covenanting Unitholder has complied in all respects with substance to Pineapple, to be bound by the terms of this Agreement. . Any purported Transfer of the Covered Securities in violation of this Section 4.1 shall be null and void ab initio. Promptly following the date hereof, (ci) The Covenanting Unitholder agrees each Shareholder and Parent shall deliver joint written instructions to Parent’s transfer agent stating that it while this Agreement is in effect, the Existing Shares cannot be Transferred in any manner without the prior written consent of Pineapple and (ii) Parent shall not, and (or shall cause each Parent’s transfer agent to) comply with the requirements of its controlled Affiliates to notSections 302A.417, become a member of a “group” (as that term is used in Section 13(d) 302A.429 and 302A.455 of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to MBCA. If any Covered Securities are acquired after the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably Shareholders, the foregoing instructions shall be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order delivered with respect to such newly acquired Covered Securities promptly following the Existing Units (and that this Agreement places limits on the voting and transfer acquisition of such Existing Units)Covered Securities.

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder During the term of this Agreement, the Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (ia) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest thereintherein (including by tendering into a tender or exchange offer), (iib) other than as set for in Section 2.1 hereof, grant any proxy, consent or power of attorney with respect to any of the Covered Shares or deposit any of the Covered Shares into a voting trust or enter into any a voting agreement, voting trust or arrangement or understandingwith respect to any such Covered Shares, or (c) take any other action, action that violates or conflicts with, would or would reasonably be expected to violate make any representation or conflict with, warranty contained in this Agreement untrue or incorrect or that would or would reasonably be expected to result in restrict or give rise to a violation otherwise adversely affect the performance of or conflict with, have the Covenanting Unitholder’s representations, warranties, covenants and effect of preventing or disabling such Stockholder from performing any of its obligations under this Agreement, or (iiid) commit or agree (whether or not in writing) to take any action that would restrict or otherwise affect the Covenanting Unitholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Unitsactions prohibited by the foregoing clauses (a), (b) or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunderc). Any Transfer or other action in violation of this provision shall be null and void. (b) The Covenanting Unitholder agrees void ab initio. It is hereby clarified that if it attempts to any involuntary Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote of any of the Covered Units other than Shares shall occur (such as in compliance with the case of appointment of a receiver to Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Covered Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Covenanting Unitholder shall unconditionally and irrevocably (during the term valid termination of this Agreement) instruct . Notwithstanding the Company to notforegoing, (i) permit any such this Section 4.1 shall not prohibit a Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered UnitsShares (or any Beneficial Ownership thereof) by the Stockholder to: (a) any member of Stockholder's immediate family; (b) a trust under which distributions may be made only to the Stockholder or any member of the Stockholder's immediate family; or (c) the Stockholder’s executors, administrators, testamentary trustees, legatees, or (iii) record beneficiaries, for bona fide estate planning purposes pursuant to will or the laws of intestate succession/to an Affiliate of Stockholder; provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such vote unless Transfer, the transferee agrees in a writing, reasonably satisfactory in form and until the Covenanting Unitholder has complied in substance to GameSquare, to be bound by all respects with of the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder hereby agrees, except for a Permitted Transfer, not to Until the earlier of (i) the termination of this Agreement in accordance with Section 5.01 and (ii) the receipt of the Parent Stockholder Approval, each Stockholder (severally and not jointly) agrees that it shall not, and shall not permit any of its controlled Affiliates to Transfer any of the such Stockholder’s Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest thereintherein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer. Each Stockholder (severally and not jointly) agrees that it shall not, and shall not permit any of its controlled Affiliates to (iix) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholdersuch Stockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iiiy) take any action that would could restrict or otherwise affect the Covenanting Unitholdersuch Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null void ab initio. Neither any Stockholder nor any of its controlled Affiliates shall request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any of such Stockholder’s Covered Shares and voideach Stockholder hereby consents, and will cause its controlled Affiliates to consent, to the entry of stop transfer instructions by the Company of any transfer of the Covered Shares, unless such transfer is a Permitted Transfer. (b) The Covenanting Unitholder agrees that if it attempts Notwithstanding anything herein to the contrary, until the termination of this Agreement in accordance with Section 5.01, if, while a controlled Affiliate of a Stockholder (a “Controlled Affiliate”) holds any such Stockholder’s Covered Shares, such Controlled Affiliate would cease to be a controlled Affiliate in relation to such Stockholder, then such Stockholder shall, and shall cause such Controlled Affiliate to, take all actions necessary to Transfer (other than all of such Stockholder’s Covered Shares held by such Person back to such Stockholder or to another Person that is a Permitted Transfer), vote or provide any other Person with the authority controlled Affiliate of such Stockholder prior to vote any of the Covered Units other than such Controlled Affiliate ceasing to be a controlled Affiliate in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company relation to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects with the terms of this AgreementStockholder. (c) The Covenanting Unitholder agrees that it shall not, and Each Stockholder shall cause each of its controlled Affiliates to notbe bound by the applicable terms of this Agreement as if they were parties hereto, become a member of a “group” (as that term is used in including Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of 4.01 and that has not been disclosed in a filing Section 4.03, and shall use commercially reasonable efforts to cause its Representatives to comply with the SEC prior obligations undertaken pursuant to the date hereof (other than as a result of entering into this Agreement) for the purpose . Any violation of opposing this Agreement by any Stockholder’s controlled Affiliates or competing with the transactions contemplated Representatives shall be deemed to be a violation by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty such Stockholder of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. Until the earlier of (a) The Covenanting Unitholder hereby agreesthe stockholder approval of each of the Mergers and (b) the Termination Date, except for a Permitted Transfer, the Stockholder agrees that it shall not to (i) Transfer or permit the Transfer of any of the Stockholder’s Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, therein unless such Transfer is a Permitted Transfer; or (ii) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholder’s representations, warranties, covenants and obligations under this Agreement, (iii) take any action that would reasonably be expected to restrict or otherwise adversely affect the Covenanting UnitholderStockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null void ab initio. Until the earlier of the stockholder approval of each of the Mergers and void. the Termination Date, the Stockholder (bA) The Covenanting Unitholder agrees shall not request that if it attempts any Alpha Party register the transfer (book-entry or otherwise) of any of the Stockholder’s Covered Shares or any certificate in respect thereof and (B) hereby consents to Transfer (other than the entry of stop transfer instructions by any Alpha Party of any transfer of the Stockholder’s Covered Shares, unless, in each case, such transfer is a Permitted Transfer). Notwithstanding anything in this Agreement to the contrary, vote nothing in this Agreement shall require any action, or provide restrict the Stockholder, with respect to any other Person with the authority Covered Shares subject to vote any pledge or security interest in effect as of the Covered Units other than in compliance with this Agreement, date hereof as set forth on Schedule 1 hereto to the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any extent such Transfer on its books and records, (ii) issue a Book-Entry Interest action or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects restriction is inconsistent with the terms of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure with respect to such pledge or security interest, the Stockholder agrees that there are no terms of any such pledge or security interest that will prevent or impair the Stockholder from complying with any obligation, agreement or covenant set forth herein. Nothing in this Agreement shall prohibit any pledging or hedging or entering into any contract, derivative arrangement, option or other contract that will not prevent the Stockholder from performing or complying with its obligations under this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder hereby agreesUntil the termination of this Agreement in accordance with ‎Section 5.01, except for a Permitted Transfer, the Stockholder agrees that it shall not to (i) Transfer any of the Covered UnitsStockholder Shares, beneficial ownership Beneficial Ownership thereof or any other interest thereintherein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer. The Stockholder agrees that it shall not, and shall not permit any Affiliate to, (iii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting UnitholderStockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iiiii) take any action that would could restrict or otherwise affect the Covenanting UnitholderStockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null void ab initio. Neither the Stockholder nor any of its Affiliates shall request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any of the Covered Stockholder Shares and voidthe Stockholder hereby consents, and will cause its Affiliates to consent, to the entry of stop transfer instructions by the Company of any transfer of the Covered Stockholder Shares, unless such transfer is a Permitted Transfer. (b) The Covenanting Unitholder agrees that if it attempts Notwithstanding anything herein to the contrary, until the termination of this Agreement in accordance with ‎Section 5.01, if, while a controlled Affiliate of the Stockholder (a “Controlled Affiliate”) holds any Covered Stockholder Shares, such Controlled Affiliate would cease to be a controlled Affiliate in relation to the Stockholder, then the Stockholder shall, and shall cause such Controlled Affiliate to, take all actions necessary to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any all of the Covered Units other than in compliance with this Agreement, Stockholder Shares held by such Person back to the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company Stockholder or to not, (i) permit any such Transfer on its books and records, (ii) issue another Person that is a Book-Entry Interest or a new certificate representing any controlled Affiliate of the Covered Units, or (iii) record Stockholder prior to such vote unless and until Controlled Affiliate ceasing to be a controlled Affiliate in relation to the Covenanting Unitholder has complied in all respects with the terms of this AgreementStockholder. (c) The Covenanting Unitholder agrees that it Stockholder shall notcause its Affiliates to be bound by the applicable terms of this Agreement as if they were parties hereto, including ‎Section 4.01 and ‎Section 4.05, and shall cause each of take the necessary steps to inform its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) Representatives of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior obligations undertaken pursuant to the date hereof (other than as a result of entering into this Agreement) for . Any violation of this Agreement by any of the purpose of opposing Stockholder’s Affiliates or competing with the transactions contemplated Representatives shall be deemed to be a violation by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty Stockholder of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder hereby agreesCore Securityholder agrees that, except for a Permitted Transferuntil the Effective Time, the Core Securityholder shall not to (i) Transfer any or permit the Transfer of the Core Securityholder’s Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, therein unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict withconflict, or would reasonably be expected to result in or give rise to a violation of or conflict withof, the Covenanting UnitholderCore Securityholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) take any action that would restrict or otherwise adversely affect the Covenanting UnitholderCore Securityholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null void ab initio. Until the earlier of the stockholder approval of the Arrangement and voidthe Amalgamation Effective Time, the Core Securityholder (A) shall not request that the Company register the transfer (book-entry or otherwise) of any of the Core Securityholder’s Covered Shares or any certificate in respect thereof and (B) hereby consents to the entry of stop transfer instructions by the Company with respect to any transfer of the Core Securityholder’s Covered Shares, unless, in each case, such transfer is a Permitted Transfer. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any action, or restrict the Core Securityholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of the date hereof as set forth on Schedule 1 hereto to the extent such action or restriction is inconsistent with the terms of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure with respect to such pledge or security interest, the Core Securityholder agrees that there are no terms of any such pledge or security interest that will prevent or impair the Core Securityholder from complying with any obligation, agreement or covenant set forth herein. (b) The Covenanting Unitholder agrees that if it attempts to Core Securityholder shall not Transfer, or permit any Transfer, of 50% of such Core Securityholder’s Covered Shares (unless such Transfer (other than is a Permitted Transfer), vote or provide any other Person with ) until the authority to vote any earlier of the Covered Units other than in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and recordsone year after the completion of the Business Combination, or (ii) issue a Book-Entry Interest or a new certificate representing any subsequent to the completion of the Covered UnitsBusiness Combination, (A) the date on which the closing price of the AB PubCo Common Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after competition of the Business Combination or (iiiB) record such vote unless and until the Covenanting Unitholder has complied date on which AB PubCo (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all respects with of AB PubCo’s (or such successor’s) stockholders having the terms of this Agreementright to exchange their securities for cash, securities or other property (the “Common Shares Lock-up Period”). (c) The Covenanting Unitholder agrees Each Covered Securityholder that it is a Company Earnout Participant shall notnot Transfer, and shall cause each or permit the Transfer, of its controlled Affiliates to not, become 50% of such Covered Shareholder’s Company Earnout Shares (unless such Transfer is a member Permitted Transfer) until the earlier of a “group” (as that term is used in Section 13(di) the six-month anniversary of the Exchange Actissuance of such Company Earnout Shares and (ii) the date on which AB PubCo (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that the Covenanting Unitholder results in all of AB PubCo’s (or such Affiliate is not currently a part of successor’s) stockholders having the right to exchange their securities for cash, securities or other property (the “Company Earnout Shares Lock-up Period,” and that has not been disclosed in a filing together with the SEC prior to Common Shares Lock-up Period, the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units“Lock-up Periods”).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder hereby agreesEach Core Company Securityholder agrees that, except for a Permitted Transferfrom the date hereof until the Company Merger Effective Time (and without limitation of the provisions set forth in Section 4.01(b)), such Core Company Securityholder shall not to (i) Transfer any or permit the Transfer of the such Core Company Securityholder’s Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, therein unless such Transfer is a Permitted Transfer effected in accordance with the terms of this Agreement; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict withconflict, or would reasonably be expected to result in or give rise to a violation of or conflict withof, the Covenanting Unitholdersuch Core Company Securityholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) take any action that would restrict or otherwise adversely affect the Covenanting Unitholdersuch Core Company Securityholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null void ab initio. Until the earlier of the termination of the BCA in accordance with its terms and void. the Effective Time (band without limitation of the provisions set forth in Section 4.01(b)), such Core Company Securityholder (A) The Covenanting Unitholder agrees shall not request that if it attempts the Company register the transfer (book-entry or otherwise) of any of such Core Company Securityholder’s Covered Shares or any certificate in respect thereof and (B) hereby consents to Transfer (other than the entry of stop transfer instructions by the Company with respect to any transfer of such Core Company Securityholder’s Covered Shares, unless, in each case, such transfer is a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units other than Transfer effected in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects accordance with the terms of this Agreement. Notwithstanding the foregoing, unless and until the Company or BHAC obtains not less than $50,000,000 in additional financing following the execution and delivery of the BCA, a Core Company Securityholder may Transfer such Core Company Securityholder’s Covered Shares comprising such Core Company Securityholder’s direct or indirect equity interests in New Rise (including any securities convertible into or exercisable or exchangeable for direct or indirect equity interests in New Rise, the "New Rise Equity Interests"), in one or more transactions, in an aggregate amount of up to the lesser of (x) 15% of such Core Company Securityholder’s New Rise Equity Interests and (y) $50,000,000, and any such transfer(s) shall be considered a Permitted Transfer for all purposes of this Agreement; provided, however, that prior to any such Transfer (1) the Core Company Securityholder reasonably consults with the SPAC and the Company with respect to such Transfer, (2) the transferee must enter into a written agreement with the Company, the SPAC and NewCo agreeing to be bound by the terms of this Agreement as if a party hereto in form and substance reasonably acceptable to the SPAC and the Company and (3) the agreement between the Core Company Securityholder and the transferee include provisions, in form and substance reasonably acceptable to the Company and the SPAC, through which the transferee agrees to sell such acquired New Rise Equity Interests to the Company at the closing of the New Rise Acquisitions, and if the foregoing is not satisfied, such transfer shall not be considered a Permitted Transfer hereunder and shall be null and void ab initio. (cb) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates With respect to not, become a member of a “group” ninety percent (as that term is used in Section 13(d90%) of the Exchange Act) that undersigned Core Company Securityholder’s Covered Shares (the Covenanting Unitholder “Lock-up Shares”), the Core Company Securityholder shall not Transfer, or permit any Transfer, of such Affiliate Lock-Up Shares (unless such Transfer is not currently a part of and that has not been disclosed Permitted Transfer effected in a filing accordance with the SEC prior to the date hereof (other than as a result terms of entering into this Agreement) for until the purpose earlier of opposing or competing with (i) twelve (12) months after the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty completion of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have Business Combination and (ii) the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. date on which NewCo (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of NewCo’s (or such successor’s) shareholders having the right to notify exchange their securities for cash, securities or other property (the Company’s transfer agent that there is “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to the Business Combination, the closing price of the shares of NewCo Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a stop transfer order 30-trading day period commencing at least 150 days after the Business Combination, such Lock-up Shares shall be released from such lock-up. Notwithstanding the foregoing, with respect to the Existing Units Lock-up Shares, the Core Company Securityholder may Transfer, or permit a Transfer of, such Lock-up Shares according to the following schedule: (i) on or after ninety (90) days following the first quarterly earnings release published following the completion of the Business Combination, ten percent (10%) of the Lock-up Shares; (ii) on or after one hundred eighty (180) days following the closing date of the Business Combination, thirty percent (30%) of the Lock-up Shares; and that this Agreement places limits (iii) on or after three hundred sixty (360) days following the voting and transfer closing date of such Existing Units)the Business Combination, sixty percent (60%) of the Lock-up Shares.

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder During the term of this Agreement, the Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (ia) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest thereintherein (including by tendering into a tender or exchange offer), (iib) other than as set for in Section 2.1 hereof, grant any proxy, consent or power of attorney with respect to any of the Covered Shares or deposit any of the Covered Shares into a voting trust or enter into any a voting agreement, voting trust or arrangement or understandingwith respect to any such Covered Shares, or (c) take any other action, action that violates or conflicts with, would or would reasonably be expected to violate make any representation or conflict with, warranty contained in this Agreement untrue or incorrect or that would or would reasonably be expected to result in restrict or give rise to a violation otherwise adversely affect the performance of or conflict with, have the Covenanting Unitholder’s representations, warranties, covenants and effect of preventing or disabling such Stockholder from performing any of its obligations under this Agreement, or (iiid) commit or agree (whether or not in writing) to take any action that would restrict or otherwise affect the Covenanting Unitholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Unitsactions prohibited by the foregoing clauses (a), (b) or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunderc). Any Transfer or other action in violation of this provision shall be null and void. (b) The Covenanting Unitholder agrees void ab initio. It is hereby clarified that if it attempts to any involuntary Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote of any of the Covered Units other than Shares shall occur (such as in compliance with the case of appointment of a receiver to Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Covered Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Covenanting Unitholder shall unconditionally and irrevocably (during the term valid termination of this Agreement) instruct . Notwithstanding the Company to notforegoing, (i) permit any such this Section 4.1 shall not prohibit a Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered UnitsShares (or any Beneficial Ownership thereof) by the Stockholder to: (a) any member of Stockholder’s immediate family; (b) a trust under which distributions may be made only to the Stockholder or any member of the Stockholder’s immediate family; or (c) the Stockholder’s executors, administrators, testamentary trustees, legatees, or (iii) record beneficiaries, for bona fide estate planning purposes pursuant to will or the laws of intestate succession/to an Affiliate of Stockholder; provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such vote unless Transfer, the transferee agrees in a writing, reasonably satisfactory in form and until the Covenanting Unitholder has complied in substance to FaZe, to be bound by all respects with of the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder During the term of this Agreement, the Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (ia) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest thereintherein (including by tendering into a tender or exchange offer), (iib) other than as set for in Section 2.1 hereof, grant any proxy, consent or power of attorney with respect to any of the Covered Shares or deposit any of the Covered Shares into a voting trust or enter into any a voting agreement, voting trust or arrangement or understandingwith respect to any such Covered Shares, or (c) take any other action, action that violates or conflicts with, would or would reasonably be expected to violate make any representation or conflict with, warranty contained in this Agreement untrue or incorrect or that would or would reasonably be expected to result in restrict or give rise to a violation otherwise adversely affect the performance of or conflict with, have the Covenanting Unitholder’s representations, warranties, covenants and effect of preventing or disabling such Stockholder from performing any of its obligations under this Agreement, or (iiid) commit or agree (whether or not in writing) to take any action that would restrict or otherwise affect the Covenanting Unitholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Unitsactions prohibited by the foregoing clauses (a), (b) or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunderc). Any Transfer or other action in violation of this provision shall be null and void. (b) The Covenanting Unitholder agrees void ab initio. It is hereby clarified that if it attempts to any involuntary Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote of any of the Covered Units other than Shares shall occur (such as in compliance with the case of appointment of a receiver to Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Covered Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Covenanting Unitholder shall unconditionally and irrevocably (during the term valid termination of this Agreement) instruct . Notwithstanding the Company to notforegoing, (i) permit any such this Section 4.1 shall not prohibit a Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered UnitsShares (or any Beneficial Ownership thereof) by the Stockholder to: (a) any member of Stockholder’s immediate family; (b) a trust under which distributions may be made only to the Stockholder or any member of the Stockholder’s immediate family; or (c) the Stockholder’s executors, administrators, testamentary trustees, legatees, or (iii) record beneficiaries, for bona fide estate planning purposes pursuant to will or the laws of intestate succession/to an Affiliate of Stockholder; provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such vote unless Transfer, the transferee agrees in a writing, reasonably satisfactory in form and until the Covenanting Unitholder has complied in substance to GameSquare, to be bound by all respects with of the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder hereby agreesEach Core Company Securityholder agrees that, except for a Permitted Transferfrom the date hereof until the Company Merger Effective Time (and without limitation of the provisions set forth in Section 4.01(b)), such Core Company Securityholder shall not to (i) Transfer any or permit the Transfer of the such Core Company Securityholder’s Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, therein unless such Transfer is a Permitted Transfer effected in accordance with the terms of this Agreement; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict withconflict, or would reasonably be expected to result in or give rise to a violation of or conflict withof, the Covenanting Unitholdersuch Core Company Securityholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) take any action that would restrict or otherwise adversely affect the Covenanting Unitholdersuch Core Company Securityholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null void ab initio. Until the earlier of the termination of the BCA in accordance with its terms and void. the Effective Time (band without limitation of the provisions set forth in Section 4.01(b)), such Core Company Securityholder (A) The Covenanting Unitholder agrees shall not request that if it attempts the Company register the transfer (book-entry or otherwise) of any of such Core Company Securityholder’s Covered Shares or any certificate in respect thereof and (B) hereby consents to Transfer (other than the entry of stop transfer instructions by the Company with respect to any transfer of such Core Company Securityholder’s Covered Shares, unless, in each case, such transfer is a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units other than Transfer effected in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects accordance with the terms of this Agreement. (cb) The Covenanting Unitholder agrees that it Core Company Securityholders shall notnot Transfer, and shall cause each or permit any Transfer, of its controlled Affiliates to not, become such Core Company Securityholder’s Covered Shares (unless such Transfer is a member of a “group” (as that term is used Permitted Transfer effected in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing accordance with the SEC prior to the date hereof (other than as a result terms of entering into this Agreement) for until the purpose earlier of opposing or competing with (i) twelve (12) months after the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty completion of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have Business Combination and (ii) the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. date on which NewCo (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of NewCo’s (or such successor’s) shareholders having the right to notify exchange their securities for cash, securities or other property (the Company’s transfer agent that there is a stop transfer order with respect “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to the Existing Units Business Combination, the closing price of the shares of NewCo Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and that this Agreement places limits on the voting and transfer of like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Business Combination, such Existing Units)Core Company Securityholder’s Covered Shares shall be released from such Core Company Securityholder’s Covered Shares Lock-up.

Prohibition on Transfers, Other Actions. Until the earlier of (a) The Covenanting Unitholder hereby agreesthe stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 5.01, except for a Permitted Transfer, the Stockholder agrees that it shall not to (i) Transfer any of the such Stockholder’s Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting Unitholdersuch Stockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) take any action that would could reasonably be expected to restrict or otherwise affect the Covenanting Unitholdersuch Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, (iv) convert any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunder. Any Transfer in violation of this provision shall be null and void. void ab initio. The Stockholder shall not request that the Company or its transfer agent register the transfer (bbook-entry or otherwise) The Covenanting Unitholder agrees of any Certificate representing any of such Stockholder’s Covered Shares. Notwithstanding anything in this Agreement to the contrary, if the Stockholder is an individual or an Affiliate of a Covered Stockholder that if it attempts to is an individual, as applicable, such Stockholder may (w) Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units Shares for bona fide charitable purposes (including any Transfer to donor advised funds); provided that the aggregate value of the Covered Shares Transferred by the Stockholder pursuant to this clause (w), together with the aggregate value of other than in compliance with this Agreement, shares of Company Common Stock and/or Company Preferred Stock that are Beneficially Owned by the Covenanting Unitholder shall unconditionally Stockholder or by any Affiliate of the Stockholder and irrevocably (during are transferred pursuant to the term equivalent of this Agreementclause (w) instruct in one or more other voting and support agreements entered into by one or more other Covered Stockholders, shall not in the Company to notaggregate exceed $500,000 in any twelve month period, (ix) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered UnitsShares in connection with the exercise of options and other equity equivalents that, in either such case, would otherwise expire on a “cashless exercise” basis, (y) sell or surrender any of the Covered Shares to pay Taxes in connection with the vesting of any equity-based compensation, and (z) Transfer any of the Covered Shares pursuant to a written trading plan of the Company in effect on the date hereof that is set forth on Schedule 1.C hereto and that is intended to satisfy the requirements of Rule 10b5-1 under the Exchange Act, in the case of each of (w), (x), (y) and (z), without any limitations or restrictions whatsoever, including this Article 4. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any action, or (iii) record restrict the Stockholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of the date hereof as set forth on Schedule 1.B hereto to the extent such vote unless and until the Covenanting Unitholder has complied in all respects action or restriction is inconsistent with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall notsuch pledge or security interest; provided that, unless and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that until there is a stop transfer order bona fide foreclosure with respect to the Existing Units (and such pledge or security interest, such Stockholder agrees that this Agreement places limits on the voting and transfer there are no terms of any such Existing Units)pledge or security interest that will prevent or impair such Stockholder from complying with any obligation, agreement or covenant set forth herein.

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder From the date hereof until the Expiration Time, the Shareholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, specifically therein unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingContract with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting UnitholderShareholder’s representations, warranties, covenants and obligations under this Agreement, ; (iii) except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, take any action that would restrict or otherwise adversely affect the Covenanting UnitholderShareholder’s legal power, authority and right to vote all of the Covered Shares then Beneficially Owned by him, her or it or otherwise comply with and perform its his or her covenants and obligations under this Agreement, ; or (iv) convert publicly announce any intention to do any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunderforegoing. Any Transfer in violation of this provision shall be null void. The Shareholder further agrees to authorize and void. (b) The Covenanting Unitholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units other than in compliance with this Agreement, the Covenanting Unitholder shall unconditionally and irrevocably (during the term of this Agreement) instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered Units, or (iii) record such vote unless and until the Covenanting Unitholder has complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with the transactions contemplated by the Merger Agreement. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel request Veritex to notify the CompanyVeritex’s transfer agent that there is a stop transfer order with respect to all Covered Shares until the Existing Units (Expiration Time and that this Agreement places limits on the voting Transfer of the Covered Shares until the Expiration Time. (b) The Shareholder hereby agrees to notify Veritex and transfer Green as promptly as practicable (and in any event within three Business Days after receipt) in writing of (i) the number of any additional shares of Veritex Common Stock or other securities of Veritex of which the Shareholder acquires Beneficial Ownership on or after the date hereof and (ii) any proposed Permitted Transfers of the Covered Shares, Beneficial Ownership thereof or other interest specifically therein. (c) In the event of a stock split, stock dividend or distribution, or any change in the Veritex Common Stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the terms “Existing Shares” and “Covered Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such Existing Units)shares may be changed or exchanged or which are received in such transaction.

Prohibition on Transfers, Other Actions. (a) The Covenanting Unitholder During the Support Period, the Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered UnitsShares, beneficial ownership Beneficial Ownership thereof or any other interest therein, specifically therein unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingContract with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, the Covenanting UnitholderStockholder’s representations, warranties, covenants and obligations under this Agreement, ; (iii) except as otherwise permitted by this Agreement or by Order, take any action that would could restrict or otherwise affect the Covenanting UnitholderStockholder’s legal power, authority and right to vote all of the Covered Shares then Beneficially Owned by him or her, or otherwise comply with and perform its his or her covenants and obligations under this Agreement, ; or (iv) convert publicly announce any intention to do any of the Existing Units or any PIK Units into Common Units, or (v) discuss, negotiate, make an offer or enter into a Contract, commitment or other arrangement with respect to any matter related to this Agreement, except, in the case of clause (v) as would not reasonably be expected to prevent or materially delay the ability of the Covenanting Unitholder to perform its obligations hereunderforegoing. Any Transfer in violation of this provision shall be null void. Following the date hereof, FSB shall notify its transfer agent that there is a stop transfer order with respect to all of the Covered Shares and voidthat this Agreement places limits on the voting of the Covered Shares. (b) The Covenanting Unitholder Stockholder understands and agrees that if it the Stockholder attempts to Transfer (other than a Permitted Transfer), vote or provide any other Person with the authority to vote any of the Covered Units Shares other than in compliance with this Agreement, FSB shall not, and the Covenanting Unitholder shall Stockholder hereby unconditionally and irrevocably (during the term of this Agreement) instruct the Company instructs FSB to not, not (i) permit any such Transfer on its books and records, (ii) issue a Book-Entry Interest or a new certificate representing any of the Covered UnitsShares, or (iii) record such vote unless and until the Covenanting Unitholder has Stockholder shall have complied in all respects with the terms of this Agreement. (c) The Covenanting Unitholder agrees that it Stockholder shall notnot make any statement, and shall cause each of its controlled Affiliates to notwritten or oral, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that the Covenanting Unitholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing effect that he or competing with the transactions contemplated by she does not support the Merger Agreementor that other shareholders of FSB should not support the Merger. (d) The Covenanting Unitholder agrees not to knowingly take any action that would make any representation or warranty of the Covenanting Unitholder contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting in any material respect the performance by the Covenanting Unitholder of its obligations under or contemplated by this Agreement. (e) The Covenanting Unitholder shall and does hereby authorize the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to the Existing Units (and that this Agreement places limits on the voting and transfer of such Existing Units).