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

Prohibition on Transfers, Other Actions. Until the termination of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement, each Stockholder agrees that it shall not Transfer Beneficial Ownership of any of the Covered Stockholder Shares (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (i) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or would reasonably be expected to violate, or result in or give rise to a violation of, the Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (ii) take any action that would restrict such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each Stockholder agrees not to request that the Company or its transfer agent register the Transfer (book-entry or otherwise) of any of its Covered Stockholder Shares in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.

Prohibition on Transfers, Other Actions. Until the earlier of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 6.015.01, except as otherwise contemplated by this Agreement, each the Stockholder agrees that it shall not (i) Transfer any of such Stockholder’s Covered Shares, Beneficial Ownership of thereof or any of the Covered Stockholder Shares other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (iii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iiiii) take any action that would could reasonably be expected to restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each The Stockholder agrees shall not to request that the Company or its transfer agent register the Transfer transfer (book-entry or otherwise) of any Certificate representing any of its such Stockholder’s Covered Stockholder Shares save for any Permitted Transfer. Notwithstanding anything in violation of this provision and hereby consents Agreement to the entry contrary, nothing in this Agreement shall require any action, or restrict the Stockholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of stop transfer instructions by the Company date hereof as set forth on Schedule 1.B 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, such Stockholder agrees that there are no terms of any Transfer of its Covered such pledge or security interest that will prevent or impair such Stockholder Sharesfrom complying with any obligation, unless such Transfer is a Permitted Transfer agreement or is otherwise contemplated by this Agreementcovenant set forth herein.

Prohibition on Transfers, Other Actions. Until Stockholder hereby represents, warrants, covenants and agrees not to, during the termination Restricted Period, directly or indirectly, in one or a series of this Agreement in accordance with Section 6.01related transactions: (i) Transfer or offer, except as otherwise contemplated by this Agreementagree, each Stockholder agrees that it shall not commit or consent to Transfer Beneficial Ownership of any of the Covered Stockholder Shares or any right, title or interest (including any voting power with respect theretovoting, economic or otherwise) therein, unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (iii) enter into any agreementContract, arrangement or understanding with any Person, or take any other action or omit to take any action, that violates or would conflicts with (or could reasonably be expected to conflict with or violate, or result in or give rise to a violation of, the ) Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iiiii) take any action or omit to take any action that would restrict such (or could reasonably be expected to restrict) Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement or make any of its representations or warranties contained in this Agreement untrue or incorrect, nor has Stockholder done any of the foregoing. Stockholder agrees that it shall not seek to indirectly accomplish anything which it is not permitted to accomplish directly under this Agreement. Any Transfer action, omission or attempted circumvention in violation of this provision shall Section 4.1 will be void ab initioinitio and be deemed a breach of this Agreement. Each Stockholder agrees not to request that the Company or its transfer agent register the If any involuntary Transfer (book-entry or otherwise) of any of its the Covered Stockholder 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, which shall continue in violation full force and effect until valid termination of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.

Prohibition on Transfers, Other Actions. Until the earlier of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement, each the Stockholder agrees that it shall not (i) Transfer any of such Stockholder’s Covered Shares, Beneficial Ownership of thereof or any of the Covered Stockholder Shares other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (iii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iiiii) take any action that would could reasonably be expected to restrict or otherwise prevent such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each The Stockholder agrees shall not to request that the Company or its transfer agent register the Transfer transfer (book-entry or otherwise) of any Certificate representing any of its such Stockholder’s Covered Stockholder Shares Shares, except in violation of connection with a Permitted Transfer. Notwithstanding anything in this provision and hereby consents Agreement to the entry contrary, nothing in this Agreement shall require any action, or restrict the Stockholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of stop transfer instructions by the Company date hereof as set forth on Schedule 1.B 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, such Stockholder agrees that there are no terms of any Transfer of its Covered such pledge or security interest that will prevent or impair such Stockholder Sharesfrom complying with any obligation, unless such Transfer is a Permitted Transfer agreement or is otherwise contemplated by this Agreementcovenant set forth herein.

Prohibition on Transfers, Other Actions. Until the termination of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement, each Stockholder The Shareholder hereby agrees that it shall not to (i) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest specifically therein (including by tendering into any voting power with respect thereto) unless such Transfer is a Permitted Transfer; providedtender or exchange offer by any Person other than Parent or any of its Subsidiaries), that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (iii) enter into any agreement, arrangement or understanding with any PersonPerson (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 would reasonably be expected to violate, or result in or give rise to a violation of, the Stockholder’s representations, warranties, covenants and its obligations under this Agreement; Agreement or (iiiii) take any action that would restrict such Stockholder’s result in the 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; provided that the Shareholder may Transfer Covered Shares (i) in the form of a gift to a charitable organization for philanthropic purposes or (ii) 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 joinder to this Agreement whereby such recipient becomes bound by the terms of this Agreement; and provided, further, that from and after the time the Company Stockholder Approval is obtained, the Shareholder may Transfer Covered Shares in such amounts as are necessary for the withholding of Taxes with respect to the settlement of any Company Stock Options or other awards under the Company Equity Plans. Any purported Transfer in violation of this provision shall be void ab initio. Each Stockholder agrees not to request that the Company or its transfer agent register the Transfer (book-entry or otherwise) of any of its Covered Stockholder Shares in violation of this provision Section 4.1 shall be null and hereby consents void ab initio. Promptly following the date hereof, (i) the Shareholder and Parent shall deliver joint written instructions to the entry Company and the Company’s transfer agent stating that while this Agreement is in effect, the Existing Shares cannot be Transferred in any manner without the prior written consent of stop Parent and (ii) the Company shall (or shall cause the Company’s transfer instructions agent to) comply with the requirements of § 3.202, § 3.205 and § 6.252 of the TBOC, including keeping a 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 Company Shareholder, the foregoing instructions shall be delivered with respect to such newly acquired Covered Shares upon acquisition of any Transfer of its such Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.

Prohibition on Transfers, Other Actions. Until During the termination term of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement, each Stockholder Shareholder hereby agrees that it shall not to (a) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) by tendering into a tender or exchange offer), unless such Transfer is a Permitted Transfer; provided(b) grant any proxy, that prior consent or power of attorney with respect to and as any of the Covered Shares or deposit any of the Covered Shares into a condition voting trust or enter into a voting agreement, voting trust or arrangement with respect to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not Covered Shares; (ic) enter into any agreement, arrangement or understanding with any Person, or take any other action, action that violates would or would reasonably be expected to violate, make any representation or result warranty contained in this Agreement untrue or give rise incorrect or that would or would reasonably be expected to a violation of, restrict or otherwise adversely affect the Stockholder’s representations, warranties, covenants and performance of or have the effect of preventing or disabling such Shareholder from performing any of its obligations under this Agreement; or (iid) commit or agree (whether or not in writing) to take any action that would restrict such Stockholder’s legal powerof the actions prohibited by the foregoing clause (a), authority and right to comply with and perform its covenants and obligations under this Agreement(b) or (c). Any Transfer or other action in violation of this provision shall be void ab initio. Each Stockholder agrees It is hereby clarified that if any involuntary Transfer of any of the Covered Shares shall occur (such as in 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 valid termination of this Agreement. During the term of the Agreement, Company shall not recognize and shall issue stop-transfer instructions to request that the Company or its transfer agent register (if relevant) with respect to any sale, pledge, or transfer, except upon the Transfer (book-entry or otherwise) conditions specified in this Agreement. A transferring Shareholder will cause any proposed transferee of any of its the Covered Stockholder Shares in violation of this provision and hereby consents pursuant to the entry of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

Prohibition on Transfers, Other Actions. Until the termination of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement5.1, each Stockholder Principal Holder, solely with respect to himself, agrees that it he shall not (a) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein unless (including any voting power with respect theretoi) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any (ii) such Permitted Transfer, the transferee Transferee executes and delivers to Parent a joinder 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 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 form attached hereto securities Transferred as Exhibit B. Each Stockholder agrees that it such Principal Holder shall not have made hereunder, (ib) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the Stockholdersuch Principal Holder’s representations, warranties, covenants and obligations under this Agreement; Agreement or is inconsistent with the transactions contemplated by the Merger Agreement or the provisions thereof, (iic) directly or indirectly take any action or cause the taking of any other action that would could restrict or otherwise affect such StockholderPrincipal Holder’s legal power, authority and right to comply with and perform its his covenants and obligations under this Agreement or (d) discuss, negotiate, make an offer or enter into a contract, agreement, understanding, commitment or other arrangement with respect to any matter related to this Agreement, except in the case of clause (d) as would not reasonably be expected to prevent or materially delay such Principal Holder’s ability to perform his obligations hereunder. Any Transfer in violation of this provision shall be void ab initio. Each Stockholder agrees not to request that the Company or its transfer agent register the Transfer (book-entry or otherwise) of any of its Covered Stockholder Shares in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.

Prohibition on Transfers, Other Actions. Until the termination of this Merger Agreement in accordance with Section 6.01Termination Date, except as otherwise contemplated by this Agreement, each Stockholder agrees that it the Shareholder shall not (a) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein unless (including any voting power with respect theretoi) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any (ii) such Permitted Transfer, the transferee Transferee executes and delivers to Parent a joinder 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 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 form attached hereto securities Transferred as Exhibit B. Each Stockholder agrees that it the Shareholder Party shall not have made hereunder, (ib) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the StockholderShareholder’s representations, warranties, covenants and obligations under this Agreement; Agreement or is inconsistent with the transactions contemplated by the Merger Agreement or the provisions thereof, (iic) directly or indirectly take any action or cause the taking of any other action that would could restrict such Stockholderor otherwise affect the Shareholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement or (d) discuss, negotiate, make an offer or enter into a contract, agreement, understanding, commitment or other arrangement with respect to any matter related to this Agreement, except in the case of clause (d) as would not reasonably be expected to prevent or materially delay such Stockholder’s ability to perform its obligations hereunder. Any Transfer in violation of this provision shall be void ab initio. Each Stockholder agrees not Notwithstanding any provision of this Section 4.1 or of Section 4.3(a), the Shareholder may (x) concurrently with the termination of the Merger Agreement in accordance with Section 8.01(f) of the Merger Agreement, enter into an agreement to request support a Superior Proposal in which it is treated in the same manner as all other shareholders of the Company, if such agreement is no more favorable to the Person making the Superior Proposal than this Agreement is to Parent and Merger Sub, (y) indicate its intention to take the action described in clause (x) substantially concurrently with the Company’s 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 (A) the Company or its transfer agent register the Transfer has signed an Acceptable Confidentiality Agreement with respect to such Competing Proposal and (book-entry or otherwiseB) Parent is kept informed of any of its Covered Stockholder Shares in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreementdiscussions.

Prohibition on Transfers, Other Actions. Until the termination Each Shareholder hereby covenants and agrees, severally and not jointly, not to (i) Transfer any of this Agreement in accordance with Section 6.01such Shareholder’s Covered Securities, except as otherwise contemplated by this Agreement, each Stockholder agrees that it shall not Transfer Beneficial Ownership of thereof or any other interest specifically therein (including by tendering into any tender or exchange offer by any Person other than Parent or any of the Covered Stockholder Shares its subsidiaries); (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (iii) enter into any agreement, arrangement or understanding with any PersonPerson (other than Parent or Merger Sub), or take any other action, action that violates would prevent or would reasonably be expected to violate, disable such Shareholder from performing his or result in or give rise to a violation of, the Stockholder’s representations, warranties, covenants and her obligations under this Agreement; or (iiiii) take any action that would restrict result in such Stockholder’s Shareholder not having the legal power, authority and or right to comply with and perform its his or her covenants under this Agreement; provided, that this Section 4.1 shall not prohibit the Transfer of any of the Covered Securities 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 forfeiture to the Company or cancellation of any equity award pursuant to the terms thereof, or (D) the sale of Shares issued pursuant to an equity award upon vesting, settlement or exercise of such 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 obligations under substance to Parent, to be bound by the terms of this Agreement. Any purported Transfer of the Covered Securities in violation of this provision Section 4.1 shall be null and void ab initio. Each Stockholder agrees not Promptly following the date hereof, (i) each Shareholder and Parent shall deliver joint written instructions to request that the Company or its and the Company’s transfer agent register stating that while this Agreement is in effect, the Transfer Existing Shares cannot be Transferred in any manner without the prior written consent of Parent and (book-entry ii) the Company shall (or otherwiseshall cause the Company’s transfer 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 its the Shareholders, the foregoing instructions shall be delivered with respect to such newly acquired Covered Stockholder Shares in violation Securities promptly following the acquisition of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of its such Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this AgreementSecurities.

Prohibition on Transfers, Other Actions. Until the termination of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement, each The Stockholder hereby agrees that it shall not to (i) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest specifically therein (including by tendering into another tender or exchange offer); (ii) enter into any voting power agreement, arrangement or understanding with respect theretoany Person (other than Parent or Sub), or take any other action, that the Stockholder has actual knowledge would prevent or disable the Stockholder from performing its obligations under this Agreement; or (iii) unless such take any action that the Stockholder has actual knowledge would result in Stockholder not having the 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 is any or all of the Covered Shares to any Affiliates (other than a Permitted TransferPortfolio Company); provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, such Affiliate to whom any of such Covered Shares are or may be transferred shall have executed and delivered to the transferee executes Parent a written agreement in form and delivers substance reasonably satisfactory to Parent a joinder pursuant to which such Affiliate shall be bound by all of the terms and provisions of this Agreement in and shall have agreed to hold such Covered Shares subject to all of the form attached hereto as Exhibit B. Each terms and provisions of this Agreement; provided, further, that, no assignment shall relieve any Stockholder agrees that it shall not (i) enter into from liability for any agreement, arrangement or understanding with any Person, or take any other action, that violates or would reasonably be expected failure to violate, or result in or give rise to a violation of, the Stockholder’s representations, warranties, covenants and 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, (ii) take Stockholder shall not be prohibited from Transferring any action that would restrict shares of Company Stock by merger or consolidation if Stockholder is the surviving entity in such merger or consolidation, or if the surviving entity expressly assumes Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this AgreementAgreement and (iii) Stockholder shall not be prohibited from Transferring any interests in any Portfolio Company. Any Transfer in violation of this provision shall be void ab initiovoid. Each The Stockholder agrees shall not to request that the convert any shares of Preferred Stock into Company or its transfer agent register the Transfer (book-entry or otherwise) of any of its Covered Stockholder Shares in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this AgreementCommon Stock.

Prohibition on Transfers, Other Actions. Until the termination of this Merger Agreement in accordance with Section 6.01Termination Date, except as otherwise contemplated by this Agreement, each Stockholder agrees that it the Shareholder shall not (a) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein unless (including any voting power with respect theretoi) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any (ii) such Permitted Transfer, the transferee Transferee executes and delivers to Parent a joinder 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 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 form attached hereto securities Transferred as Exhibit B. Each Stockholder agrees that it the Shareholder Party shall not have made hereunder, (ib) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the StockholderShareholder’s representations, warranties, covenants and obligations under this Agreement; Agreement or is inconsistent with the transactions contemplated by the Merger Agreement or the provisions thereof, (iic) directly or indirectly take any action or cause the taking of any other action that would could restrict such Stockholderor otherwise affect the Shareholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement or (d) discuss, negotiate, make an offer or enter into a contract, agreement, understanding, commitment or other arrangement with respect to any matter related to this Agreement, except in the case of clause (d) as would not reasonably be expected to prevent or materially delay such Stockholder’s ability to perform its obligations hereunder. Any Transfer in violation of this provision shall be void ab initio. Each Stockholder agrees not Notwithstanding any provision of this Section 4.1 or of Section 4.3(a), the Shareholder may (x) concurrently with the termination of the Merger Agreement in accordance with Section 8.01(f) of the Merger Agreement, enter into an agreement to request support a Superior Proposal in which it is treated in the same manner as all other shareholders of the Company, if such agreement is no more favorable to the Person making the Superior Proposal than this Agreement is to Parent and Merger Sub, (y) indicate its intention to take the action described in clause (x) substantially concurrently with the Company’s 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 (A) the Company has signed an Acceptable Confidentiality Agreement with respect to such Competing Proposal and (B) Parent is kept informed of such discussions. For the avoidance of doubt, nothing herein shall prevent the Shareholder from discussing, negotiating or its transfer agent register entering into any contract or agreement after the Transfer (book-entry or otherwise) of any of its Covered Stockholder Shares in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this AgreementMerger Agreement Termination Date.

Prohibition on Transfers, Other Actions. Until the termination of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement6.1, each Stockholder Principal Holder, solely with respect to itself, agrees that it shall not (a) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein unless (including any voting power with respect theretoi) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any (ii) such Permitted Transfer, the transferee Transferee executes and delivers to Parent a joinder written agreement, in form and substance reasonably acceptable to Parent, to assume all of such Principal Holder’s obligations hereunder in respect of the Covered Shares, Beneficial Ownership or other interest subject to such Transfer and to be bound by the terms of this Agreement Agreement, with respect to the Covered Shares, Beneficial Ownership or other interest 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 form attached hereto Covered Shares, Beneficial Ownership or other interest subject to such Transfer as Exhibit B. Each Stockholder agrees that it such Principal Holder shall not have made hereunder or (ib) enter into any agreement, arrangement or understanding with any Person, or take any other action, that (i) violates or conflicts with or would reasonably be expected to violate, violate or result in or give rise to a violation of, the Stockholderconflict with such Principal Holder’s representations, warranties, covenants and obligations under this Agreement; Agreement or (ii) take any action that impairs or would restrict reasonably be expected to impair the ability of such Stockholder’s legal power, authority and right Principal Holder to comply with and perform its covenants and obligations under this Agreementhereunder or to consummate the transactions contemplated hereby. Any Transfer in violation of this provision shall be void ab initio. Each Stockholder agrees not to request that the Company or its transfer agent register the Transfer (book-entry or otherwise) of any of its Covered Stockholder Shares in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.

Prohibition on Transfers, Other Actions. Until During the termination term of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement, each Stockholder Shareholder hereby agrees that it shall not to (a) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) by tendering into a tender or exchange offer), unless such Transfer is a Permitted Transfer; provided(b) grant any proxy, that prior consent or power of attorney with respect to and as any of the Covered Shares or deposit any of the Covered Shares into a condition voting trust or enter into a voting agreement, voting trust or arrangement with respect to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not Covered Shares; (ic) enter into any agreement, arrangement or understanding with any Person, or take any other action, action that violates would or would reasonably be expected to violate, make any representation or result warranty contained in this Agreement untrue or give rise incorrect or that would or would reasonably be expected to a violation of, restrict or otherwise adversely affect the Stockholder’s representations, warranties, covenants and performance of or have the effect of preventing or disabling such Shareholder from performing any of its obligations under this Agreement; or (iid) commit or agree (whether or not in writing) to take any action that would restrict such Stockholder’s legal powerof the actions prohibited by the foregoing clause (a), authority and right to comply with and perform its covenants and obligations under this Agreement(b) or (c). Any Transfer or other action in violation of this provision shall be void ab initio. Each Stockholder agrees It is hereby clarified that if any involuntary Transfer of any of the Covered Shares shall occur (such as in 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 valid termination of this Agreement. During the term of the Agreement, Parent shall not recognize and shall issue stop-transfer instructions to request that the Company or its transfer agent register (if relevant) with respect to any sale, pledge, or transfer, except upon the Transfer (book-entry or otherwise) conditions specified in this Agreement. A transferring Shareholder will cause any proposed transferee of any of its the Covered Stockholder Shares in violation of this provision and hereby consents pursuant to the entry of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

Prohibition on Transfers, Other Actions. Until the termination of this Agreement in accordance with Section 6.01, except Except as otherwise contemplated by provided in this AgreementSection, each Stockholder Shareholder, severally and not jointly and severally, hereby agrees that it shall not to, directly or indirectly, (a) Transfer (defined below) any of its Covered Shares, Beneficial Ownership of thereof or any of the Covered Stockholder Shares other interest specifically therein (including by tendering into any tender or exchange offer by any Person) or any voting power rights with respect thereto) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (ib) enter into any agreement, arrangement or understanding with any Person, or take any other action, action that violates or would reasonably be expected to violateprevent or disable such Shareholder from performing his, her or result in or give rise to a violation of, the Stockholder’s representations, warranties, covenants and its obligations under this Agreement; or (iic) take any action that would restrict reasonably be expected to result in such Stockholder’s Shareholder not having the legal power, authority and right to comply with and perform his, her or its covenants and obligations under this Agreement; (d) make any public statements that are inconsistent with its support of the Transactions or publicly propose to do any of the foregoing or (e) commit or agree to take any of the foregoing actions during the term of this Agreement. Any purported Transfer in violation of this provision shall be void ab initio. Each Stockholder agrees not to request that the Company or its transfer agent register the Transfer (book-entry or otherwise) of any of its such Shareholder’s Covered Stockholder Shares in violation of this provision Section shall be null and hereby consents void ab initio. No Shareholder shall take any action that would result in the conversion of any shares of Company Class A Stock into shares of Company Common Stock without the prior written consent of the Company and the Lenders’ Representative. Simultaneously with the execution and delivery of this Agreement, each Shareholder and the Company shall deliver joint written instructions to the entry Company’s transfer agent stating that while this Agreement is in effect, (i) such Shareholder’s Covered Shares cannot be Transferred in any manner, other than to a Person that has executed a counterpart to this Agreement in accordance with the terms and conditions of stop 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 foregoing instructions shall be delivered to the Company’s transfer instructions 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 substance reasonably satisfactory to the Lenders’ Representative, agreeing to be bound by the terms and 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 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 Transfer such shares of its Covered Stockholder SharesCompany Class A Stock pursuant to the Company’s articles of incorporation, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.code of

Prohibition on Transfers, Other Actions. Until During the termination term of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement, each Stockholder agrees that it shall Shareholder hereby agrees, as to itself only, without the prior written consent of Parent, not to (a) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) by tendering into a tender or exchange offer), unless such Transfer is a Permitted Transfer; provided, that prior (b) grant any proxy or power of attorney with respect to and as any of the Covered Shares or deposit any of the Covered Shares into a condition voting trust or enter into a voting agreement, voting trust or other voting arrangement with respect to the effectiveness of any such Permitted TransferCovered Shares, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (ic) enter into any agreement, arrangement or understanding with any Person, or take any other action, action that violates would or would reasonably be expected to violate, restrict or result in or give rise to a violation of, the Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (ii) take any action that would restrict otherwise adversely affect such StockholderShareholder’s legal power, authority and right to comply with and perform, or impair or materially delay such Shareholder’s ability to perform its covenants and obligations under this Agreement, or (d) commit or agree (whether or not in writing) to take any of the actions prohibited by the foregoing clause (a), (b) or (c). Any Transfer or other action in violation of this provision shall be void ab initio. Each Stockholder agrees not to request It is hereby clarified that the Company or its transfer agent register the if any involuntary Transfer (book-entry or otherwise) of any of its the Covered Stockholder Shares shall occur (such as in violation the case of this provision 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 hereby consents any and all subsequent transferees of the initial transferee) shall, to the entry fullest extent permitted by Applicable Law, take and hold such Covered Shares subject to all of stop transfer instructions by the Company restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.

Prohibition on Transfers, Other Actions. Until the earlier of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 6.015.01, except as otherwise contemplated by this Agreement, each the Stockholder agrees that it shall not (i) Transfer any of such Stockholder’s Covered Shares, Beneficial Ownership of thereof or any of the Covered Stockholder Shares other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (iii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iiiii) take any action that would could reasonably be expected to restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each The Stockholder agrees shall not to request that the Company or its transfer agent register the Transfer transfer (book-entry or otherwise) of any Certificate representing any of its 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 is an individual, as applicable, such Stockholder may (w) Transfer any of the Covered 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 shares of Company Common Stock and/or Company Preferred Stock that are Beneficially Owned by the Stockholder or by any Affiliate of the Stockholder and are transferred pursuant to the equivalent of this clause (w) in one or more other voting and support agreements entered into by one or more other Covered Stockholders, shall not in the aggregate exceed $500,000 in any twelve month period, (x) Transfer any of the Covered Shares in violation 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 provision and hereby consents Article 4. Notwithstanding anything in this Agreement to the entry contrary, nothing in this Agreement shall require any action, or restrict the Stockholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of stop transfer instructions by the Company date hereof as set forth on Schedule 1.B 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, such Stockholder agrees that there are no terms of any Transfer of its Covered such pledge or security interest that will prevent or impair such Stockholder Sharesfrom complying with any obligation, unless such Transfer is a Permitted Transfer agreement or is otherwise contemplated by this Agreementcovenant set forth herein.

Prohibition on Transfers, Other Actions. Until From the date hereof until the termination of this Agreement in accordance with pursuant to Section 6.01, except as otherwise contemplated by this Agreement5.1 hereof, each Stockholder hereby agrees that it shall not to (i) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) by tendering into a tender or exchange offer), unless such Transfer is made (A) with Parent’s prior written consent [(B) pursuant to a Permitted Transfer; providedsale of any Covered Shares in the open market], or ([C]) to members of such Stockholder’s immediate family, or to a trust for the benefit of such Stockholder or any member of such Stockholder’s immediate family, or upon the death of such Stockholder, provided that prior to and a Transfer referenced in this sub-clause (C) shall be permitted only if, as a condition precondition to the effectiveness of any such Permitted Transfer, the transferee executes agrees in a writing, reasonably satisfactory in form and delivers substance to Parent a joinder Parent, to be bound by all of the provisions of this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not Agreement, (iii) enter into any agreement, arrangement or understanding with any PersonPerson (other than Parent or Merger Sub), or knowingly take any other action, that violates or would reasonably be expected to violate, or result in or give rise to a violation of, the conflicts with such Stockholder’s representations, warranties, covenants and obligations under this Agreement; , or (iiiii) knowingly take any action that would could restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform his, her or its covenants and obligations under this Agreement. Any No Transfer of any Covered Shares in violation of this Section 4.1 shall be made or recorded on the books of the Company and any Transfer in violation of this provision shall be void ab initio. Each During the term of this Agreement, Stockholder agrees not to request that shall promptly notify the Company and Parent if Stockholder is approached or its transfer agent register the Transfer (book-entry solicited, directly or otherwise) of any of its Covered Stockholder Shares indirectly, in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company respect of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated and shall provide Parent with all material information relating thereto as reasonably requested by this AgreementParent.

Prohibition on Transfers, Other Actions. Until the earlier of the Effective Time or, if earlier, the termination of this Agreement or the Merger Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreementtheir respective terms, each Stockholder agrees that it shall Shareholder hereby covenants and agrees, severally and not jointly, not to (i) Transfer any of such Shareholder’s Covered Securities, Beneficial Ownership of thereof or any other interest specifically therein (including by tendering into any tender or exchange offer by any Person other than Pineapple or any of the Covered Stockholder Shares its subsidiaries); (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (iii) enter into any agreement, arrangement or understanding with any PersonPerson (other than Pineapple), or take any other action, action that violates would prevent or would reasonably be expected to violate, disable such Shareholder from performing his or result in or give rise to a violation of, the Stockholder’s representations, warranties, covenants and her obligations under this Agreement; or (iiiii) take any action that would restrict result in such Stockholder’s Shareholder not having the legal power, authority and or right to comply with and perform its his or her covenants under this Agreement; provided, that this Section 4.1 shall not prohibit the Transfer of any of the Covered Securities 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 forfeiture to Parent or cancellation of any equity award pursuant to the terms thereof, or (D) the sale of Shares issued pursuant to an equity award upon vesting, settlement or exercise of such 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 obligations under substance to Pineapple, to be bound by the terms of this Agreement. Any purported Transfer of the Covered Securities in violation of this provision Section 4.1 shall be null and void ab initio. Each Stockholder agrees not Promptly following the date hereof, (i) each Shareholder and Parent shall deliver joint written instructions to request that the Company or its Parent’s transfer agent register stating that while this Agreement is in effect, the Transfer Existing Shares cannot be Transferred in any manner without the prior written consent of Pineapple and (book-entry ii) Parent shall (or otherwiseshall cause Parent’s transfer 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 its the Shareholders, the foregoing instructions shall be delivered with respect to such newly acquired Covered Stockholder Shares in violation Securities promptly following the acquisition of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of its such Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this AgreementSecurities.

Prohibition on Transfers, Other Actions. Until the termination earlier of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement, (a) the stockholder approval of each Stockholder agrees that it shall not Transfer Beneficial Ownership of any of the Covered Stockholder Shares Mergers and (including any voting power with respect theretob) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted TransferTermination Date, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (i) enter into Transfer or permit the Transfer of any agreement, arrangement or understanding with any Person, or take any other action, that violates or would reasonably be expected to violate, or result in or give rise to a violation of, of the Stockholder’s representationsCovered Shares, warranties, covenants and obligations under this AgreementBeneficial Ownership thereof or any other interest therein unless such Transfer is a Permitted Transfer; or (ii) take any action that would reasonably be expected to restrict such or otherwise adversely affect the Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each Until the earlier of the stockholder approval of each of the Mergers and the Termination Date, the Stockholder agrees (A) shall not to request that the Company or its transfer agent any Alpha Party register the Transfer transfer (book-entry or otherwise) of any of its the Stockholder’s Covered Stockholder Shares or any certificate in violation of this provision respect thereof and (B) hereby consents to the entry of stop transfer instructions by the Company any Alpha Party of any Transfer transfer of its the Stockholder’s Covered Stockholder Shares, unless unless, in each case, such Transfer transfer is a Permitted Transfer Transfer. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any action, or 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 hereto to the extent such action or restriction is otherwise contemplated by 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.

Prohibition on Transfers, Other Actions. Until (a) The Core Securityholder agrees that, until the termination of this Agreement in accordance with Section 6.01Effective Time, except as otherwise contemplated by this Agreement, each Stockholder agrees that it the Core Securityholder shall not (i) Transfer or permit the Transfer of the Core Securityholder’s Covered Shares, Beneficial Ownership of thereof or any of the Covered Stockholder Shares (including any voting power with respect thereto) other interest therein unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (iii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or would reasonably be expected to violateviolate or conflict, or result in or give rise to a violation of, the StockholderCore Securityholder’s representations, warranties, covenants and obligations under this Agreement; or (iiiii) take any action that would restrict such Stockholderor otherwise adversely affect the Core Securityholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each Stockholder agrees Until the earlier of the stockholder approval of the Arrangement and the Amalgamation Effective Time, the Core Securityholder (A) shall not to request that the Company or its transfer agent register the Transfer transfer (book-entry or otherwise) of any of its the Core Securityholder’s Covered Stockholder Shares or any certificate in violation of this provision respect thereof and (B) hereby consents to the entry of stop transfer instructions by the Company with respect to any transfer of any Transfer of its the Core Securityholder’s Covered Stockholder Shares, unless unless, in each case, such Transfer transfer is a Permitted Transfer 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 otherwise contemplated by this Agreementinconsistent 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.

Prohibition on Transfers, Other Actions. Until During the termination term of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement, each the Stockholder hereby agrees that it shall not to (a) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein (including by tendering into a tender or exchange offer), (b) other than as set for in Section 2.1 hereof, grant any voting proxy, consent or power of attorney with respect thereto) unless such Transfer is to any of the Covered Shares or deposit any of the Covered Shares into a Permitted Transfer; providedvoting trust or enter into a voting agreement, that prior voting trust or arrangement with respect to and as a condition to the effectiveness of any such Permitted TransferCovered Shares, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (ic) enter into any agreement, arrangement or understanding with any Person, or take any other action, action that violates would or would reasonably be expected to violate, make any representation or result warranty contained in this Agreement untrue or give rise incorrect or that would or would reasonably be expected to a violation of, restrict or otherwise adversely affect the Stockholder’s representations, warranties, covenants and performance of or have the effect of preventing or disabling such Stockholder from performing any of its obligations under this Agreement; , or (iid) commit or agree (whether or not in writing) to take any action that would restrict such Stockholder’s legal powerof the actions prohibited by the foregoing clauses (a), authority and right to comply with and perform its covenants and obligations under this Agreement(b) or (c). Any Transfer or other action in violation of this provision shall be void ab initio. Each Stockholder agrees not to request It is hereby clarified that the Company or its transfer agent register the if any involuntary Transfer (book-entry or otherwise) of any of its the Covered Stockholder Shares shall occur (such as in violation 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 valid termination of this provision and hereby consents Agreement. Notwithstanding the foregoing, this Section 4.1 shall not prohibit a Transfer of the Covered Shares (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 entry Stockholder or any member of stop transfer instructions the Stockholder's immediate family; or (c) the Stockholder’s executors, administrators, testamentary trustees, legatees, or 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 Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to FaZe, to be bound by all of the Company terms of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.

Prohibition on Transfers, Other Actions. Until the earlier of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 6.015.01, except as otherwise contemplated by this Agreement, each the Stockholder agrees that it shall not (i) Transfer any of such Stockholder’s Covered Shares, Beneficial Ownership of thereof or any of the Covered Stockholder Shares other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (iii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iiiii) take any action that would could reasonably be expected to restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each The Stockholder agrees shall not to request that the Company or its transfer agent register the Transfer transfer (book-book- entry or otherwise) of any Certificate representing any of its such Stockholder’s Covered Stockholder Shares save for any Permitted Transfer. Notwithstanding anything in violation of this provision and hereby consents Agreement to the entry contrary, nothing in this Agreement shall require any action, or restrict the Stockholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of stop transfer instructions by the Company date hereof as set forth on Schedule 1.B 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, such Stockholder agrees that there are no terms of any Transfer of its Covered such pledge or security interest that will prevent or impair such Stockholder Sharesfrom complying with any obligation, unless such Transfer is a Permitted Transfer agreement or is otherwise contemplated by this Agreementcovenant set forth herein.

Prohibition on Transfers, Other Actions. Until the termination of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement, each Each Stockholder hereby agrees that it shall not to (i) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein; (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (iii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iiiii) take any action that would could restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform his or its covenants and obligations under this Agreement; or (iv) 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 partnership interests; (4) a limited liability company of which such Stockholder and/or any Family Members owns all of the membership interests; or (5) the executor, administrator or personal representative of the estate of Stockholder (each a “Permitted Transferee”), 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 Stockholder under this Agreement, 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 terms of this Agreement. Any Transfer in violation of this provision shall be void ab initionull and void. Each In furtherance of this Agreement, concurrently herewith, each Stockholder agrees not to request that shall, and hereby authorizes Holdings, the Company or its their respective counsel to, notify the Company’s transfer agent register the Transfer (book-entry or otherwise) of any of its Covered Stockholder Shares in violation of this provision and hereby consents to the entry of that there is a stop transfer instructions by order with respect to all of the Company Stockholders’ Covered Shares and that this Agreement places limits on the voting and transfer of any Transfer of its such Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.

Prohibition on Transfers, Other Actions. Until From the date hereof until the termination of this Agreement in accordance with pursuant to Section 6.01, except as otherwise contemplated by this Agreement5.1 hereof, each Stockholder hereby agrees that it shall not to (i) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) by tendering into a tender or exchange offer), unless such Transfer is made (A) with Buyer’s prior written consent, or (B) to such Stockholder’s spouse or children (“Immediate Family”), or to a Permitted Transfer; providedtrust for the benefit of such Stockholder or any member of such Stockholder’s Immediate Family, or upon the death of such Stockholder, provided that prior to and a Transfer referenced in this sub-clause (B) shall be permitted only if, as a condition precondition to the effectiveness of any such Permitted Transfer, the transferee executes agrees in a writing, reasonably satisfactory in form and delivers substance to Parent a joinder Buyer, to be bound by all of the provisions of this Agreement in the form attached hereto as Exhibit B. Each a Stockholder agrees that it shall not hereunder, (iii) enter into any agreement, arrangement or understanding with any PersonPerson (other than Buyer), or knowingly take any other action, that violates or would reasonably be expected to violate, or result in or give rise to a violation of, the conflicts with such Stockholder’s representations, warranties, covenants and obligations under this Agreement; , or (iiiii) take any action that would could restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform his, her or its covenants and obligations under this Agreement. Any No Transfer of any Covered Shares in violation of this Section 4.1 shall be made or recorded on the books of the Company and any Transfer in violation of this provision shall be void ab initio. Each During the term of this Agreement, Stockholder agrees not to request that shall promptly notify the Company and Buyer if Stockholder is approached or its transfer agent register the Transfer (book-entry solicited, directly or otherwise) of any of its Covered Stockholder Shares indirectly, in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company respect of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated and shall provide Buyer with all material information relating thereto as reasonably requested by this AgreementBuyer.

Prohibition on Transfers, Other Actions. Until the termination of this Agreement in accordance with Section 6.01, except Except as otherwise contemplated by provided in this AgreementSection, each Stockholder Shareholder, severally and not jointly and severally, hereby agrees that it shall not to, directly or indirectly, (a) Transfer (defined below) any of its Covered Shares, Beneficial Ownership of thereof or any of the Covered Stockholder Shares other interest specifically therein (including by tendering into any tender or exchange offer by any Person) or any voting power rights with respect thereto) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (ib) enter into any agreement, arrangement or understanding with any Person, or take any other action, action that violates or would reasonably be expected to violateprevent or disable such Shareholder from performing his, her or result in or give rise to a violation of, the Stockholder’s representations, warranties, covenants and its obligations under this Agreement; or (iic) take any action that would restrict reasonably be expected to result in such Stockholder’s Shareholder not having the legal power, authority and right to comply with and perform his, her or its covenants and obligations under this Agreement; (d) make any public statements that are inconsistent with its support of the Transactions or publicly propose to do any of the foregoing or (e) commit or agree to take any of the foregoing actions during the term of this Agreement. Any purported Transfer in violation of this provision shall be void ab initio. Each Stockholder agrees not to request that the Company or its transfer agent register the Transfer (book-entry or otherwise) of any of its such Shareholder’s Covered Stockholder Shares in violation of this provision Section shall be null and hereby consents void ab initio. No Shareholder shall take any action that would result in the conversion of any shares of Company Class A Stock into shares of Company Common Stock without the prior written consent of the Company and the Lenders’ Representative. Simultaneously with the execution and delivery of this Agreement, each Shareholder and the Company shall deliver joint written instructions to the entry Company’s transfer agent stating that while this Agreement is in effect, (i) such Shareholder’s Covered Shares cannot be Transferred in any manner, other than to a Person that has executed a counterpart to this Agreement in accordance with the terms and conditions of stop transfer instructions by 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 any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.this

Prohibition on Transfers, Other Actions. Until During the termination term of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement, each the Stockholder hereby agrees that it shall not to (a) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein (including by tendering into a tender or exchange offer), (b) other than as set for in Section 2.1 hereof, grant any voting proxy, consent or power of attorney with respect thereto) unless such Transfer is to any of the Covered Shares or deposit any of the Covered Shares into a Permitted Transfer; providedvoting trust or enter into a voting agreement, that prior voting trust or arrangement with respect to and as a condition to the effectiveness of any such Permitted TransferCovered Shares, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (ic) enter into any agreement, arrangement or understanding with any Person, or take any other action, action that violates would or would reasonably be expected to violate, make any representation or result warranty contained in this Agreement untrue or give rise incorrect or that would or would reasonably be expected to a violation of, restrict or otherwise adversely affect the Stockholder’s representations, warranties, covenants and performance of or have the effect of preventing or disabling such Stockholder from performing any of its obligations under this Agreement; , or (iid) commit or agree (whether or not in writing) to take any action that would restrict such Stockholder’s legal powerof the actions prohibited by the foregoing clauses (a), authority and right to comply with and perform its covenants and obligations under this Agreement(b) or (c). Any Transfer or other action in violation of this provision shall be void ab initio. Each Stockholder agrees not to request It is hereby clarified that the Company or its transfer agent register the if any involuntary Transfer (book-entry or otherwise) of any of its the Covered Stockholder Shares shall occur (such as in violation 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 valid termination of this provision and hereby consents Agreement. Notwithstanding the foregoing, this Section 4.1 shall not prohibit a Transfer of the Covered Shares (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 entry Stockholder or any member of stop transfer instructions the Stockholder's immediate family; or (c) the Stockholder’s executors, administrators, testamentary trustees, legatees, or 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 Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to GameSquare, to be bound by all of the Company terms of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.

Prohibition on Transfers, Other Actions. Until During the termination term of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement, each the Stockholder hereby agrees that it shall not to (a) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein (including by tendering into a tender or exchange offer), (b) other than as set for in Section 2.1 hereof, grant any voting proxy, consent or power of attorney with respect thereto) unless such Transfer is to any of the Covered Shares or deposit any of the Covered Shares into a Permitted Transfer; providedvoting trust or enter into a voting agreement, that prior voting trust or arrangement with respect to and as a condition to the effectiveness of any such Permitted TransferCovered Shares, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (ic) enter into any agreement, arrangement or understanding with any Person, or take any other action, action that violates would or would reasonably be expected to violate, make any representation or result warranty contained in this Agreement untrue or give rise incorrect or that would or would reasonably be expected to a violation of, restrict or otherwise adversely affect the Stockholder’s representations, warranties, covenants and performance of or have the effect of preventing or disabling such Stockholder from performing any of its obligations under this Agreement; , or (iid) commit or agree (whether or not in writing) to take any action that would restrict such Stockholder’s legal powerof the actions prohibited by the foregoing clauses (a), authority and right to comply with and perform its covenants and obligations under this Agreement(b) or (c). Any Transfer or other action in violation of this provision shall be void ab initio. Each Stockholder agrees not to request It is hereby clarified that the Company or its transfer agent register the if any involuntary Transfer (book-entry or otherwise) of any of its the Covered Stockholder Shares shall occur (such as in violation 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 valid termination of this provision and hereby consents Agreement. Notwithstanding the foregoing, this Section 4.1 shall not prohibit a Transfer of the Covered Shares (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 entry Stockholder or any member of stop transfer instructions the Stockholder’s immediate family; or (c) the Stockholder’s executors, administrators, testamentary trustees, legatees, or 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 Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to FaZe, to be bound by all of the Company terms of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.

Prohibition on Transfers, Other Actions. Until During the termination term of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement, each the Stockholder hereby agrees that it shall not to (a) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein (including by tendering into a tender or exchange offer), (b) other than as set for in Section 2.1 hereof, grant any voting proxy, consent or power of attorney with respect thereto) unless such Transfer is to any of the Covered Shares or deposit any of the Covered Shares into a Permitted Transfer; providedvoting trust or enter into a voting agreement, that prior voting trust or arrangement with respect to and as a condition to the effectiveness of any such Permitted TransferCovered Shares, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (ic) enter into any agreement, arrangement or understanding with any Person, or take any other action, action that violates would or would reasonably be expected to violate, make any representation or result warranty contained in this Agreement untrue or give rise incorrect or that would or would reasonably be expected to a violation of, restrict or otherwise adversely affect the Stockholder’s representations, warranties, covenants and performance of or have the effect of preventing or disabling such Stockholder from performing any of its obligations under this Agreement; , or (iid) commit or agree (whether or not in writing) to take any action that would restrict such Stockholder’s legal powerof the actions prohibited by the foregoing clauses (a), authority and right to comply with and perform its covenants and obligations under this Agreement(b) or (c). Any Transfer or other action in violation of this provision shall be void ab initio. Each Stockholder agrees not to request It is hereby clarified that the Company or its transfer agent register the if any involuntary Transfer (book-entry or otherwise) of any of its the Covered Stockholder Shares shall occur (such as in violation 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 valid termination of this provision and hereby consents Agreement. Notwithstanding the foregoing, this Section 4.1 shall not prohibit a Transfer of the Covered Shares (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 entry Stockholder or any member of stop transfer instructions the Stockholder’s immediate family; or (c) the Stockholder’s executors, administrators, testamentary trustees, legatees, or 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 Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to GameSquare, to be bound by all of the Company terms of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.

Prohibition on Transfers, Other Actions. Until the termination of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement5.1, each Stockholder agrees Principal Holder agrees, solely with respect to him or herself, that it he or she shall not (a) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein unless (including any voting power with respect theretoi) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any (ii) such Permitted Transfer, the transferee Transferee executes and delivers to Parent a joinder 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 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 form attached hereto securities Transferred as Exhibit B. Each Stockholder agrees that it such Principal Holder shall not have made hereunder, (ib) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the Stockholdersuch Principal Holder’s representations, warranties, covenants and obligations under this Agreement; Agreement or is inconsistent with the transactions contemplated by the Merger Agreement or the provisions thereof, (iic) directly or indirectly take any action or cause the taking of any other action that would could restrict or otherwise affect such StockholderPrincipal Holder’s legal power, authority and right to comply with and perform its his or her covenants and obligations under this Agreement or (d) discuss, negotiate, make an offer or enter into a contract, agreement, understanding, commitment or other arrangement with respect to any matter related to this Agreement, except in the case of clause (d) as would not reasonably be expected to prevent or materially delay such Principal Holder’s ability to perform his or her obligations hereunder. Any Transfer in violation of this provision shall be void ab initio. Each Stockholder agrees not to request that Notwithstanding any provision of this Section 4.1, any Principal Holder may (y) concurrently with the Company or its transfer agent register termination of the Transfer (book-entry or otherwiseMerger Agreement in accordance with Section 7.4(a) of any the Merger Agreement, enter into an agreement to support a Superior Proposal in which such Principal Holder is treated in the same manner as all other stockholders of the Company, if such agreement is no more favorable to the Person making the Superior Proposal than this Agreement is to Parent and Merger Sub and (z) indicate his or her intention to take the action described in clause (y) following the Company’s delivery of a notice of its Covered Stockholder Shares in violation intent to so terminate this Agreement under Section 5.4(e) of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Merger Agreement.

Prohibition on Transfers, Other Actions. Until the earlier of the Closing Date, the termination of this Agreement in accordance with Section 6.01and the Stock Purchase Agreement Termination Date, except as otherwise contemplated by this Agreement, each the Stockholder agrees that it shall not (a) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein unless (including any voting power with respect theretoi) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any (ii) such Permitted Transfer, the transferee Transferee executes and delivers to Parent Purchaser a joinder written agreement, in form and substance acceptable to Purchaser, to assume all of the Stockholder’s obligations hereunder in respect of the securities subject to such Transfer and to be bound by the terms of this Agreement Agreement, with respect to the securities subject to such Transfer, to the same extent as the Stockholder is bound hereunder and to make each of the representations and warranties hereunder in respect of the form attached hereto securities Transferred as Exhibit B. Each the Stockholder agrees that it shall not have made hereunder, (ib) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the Stockholder’s representations, warranties, covenants and obligations under this Agreement; Agreement or (iic) knowingly take any action or cause the taking of any other action that would restrict such restricts the Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each Stockholder agrees not to request that the Company or its transfer agent register the Transfer (book-entry or otherwise) of any of its Covered Stockholder Shares in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.