Common use of Restrictions on Shares Clause in Contracts

Restrictions on Shares. Subject to the terms and conditions herein and in the Merger Agreement: (a) Shareholder shall not, directly or indirectly, transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of, or encumber, the Shares (as defined in Section 4(a) below) or any New Shares (as defined in Section 1(d) below), or make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, at any time prior to the Expiration Time (as defined below); provided, however, that nothing contained herein will be deemed to restrict the ability of Shareholder to exercise any Company Options held by Shareholder; provided, further, that Shareholder may transfer Shares and New Shares (i) to any member of Shareholder’s immediate family, (ii) to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family for estate planning purposes, (iii) in connection with or for the purpose of personal tax-planning or (iv) to a charitable organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; provided, however, that any transfer referred to in this section shall be permitted only if, as a precondition to such transfer, the transferee agrees to be bound by the terms and conditions of this Agreement. As used herein, the term “Expiration Time” shall mean the earliest to occur of (A) the Effective Time, (B) the valid termination of the Merger Agreement in accordance with its terms, (C) the written agreement of the parties hereto to terminate this Agreement, or (D) the date of (1) any change or amendment to the material terms of the Merger Agreement (including a waiver or forbearance by the parties to the Merger Agreement that has the effect of a change or amendment) that adversely effects the Shareholder or the Shareholder’s interest in the Shares or New Shares (excluding, for sake of clarity, any amendment to the terms of the Merger Agreement with the effect of extending the Initial End Date or the Extended End Date) or (2) any change or amendment of the Merger Agreement (including a waiver or forbearance by the parties to the Merger Agreement that has the effect of a change or amendment) that results in a decrease in the Per Share Cash Amount or that results in a change in the form of consideration to be paid by Parent in the Merger.

Restrictions on Shares. Subject to the terms and conditions herein and in the Merger Agreement: (a) Shareholder Stockholder shall not, directly or indirectly, transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of, reduce its economic risk in, or encumber, the Shares (as defined in Section 4(a) below) or any New Shares (as defined in Section 1(d) below), or make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, at any time prior to the Expiration Time (as defined below); provided, however, that nothing contained herein will be deemed to restrict the ability of Shareholder Stockholder to exercise exercise, prior to the end of the Expiration Period, any Company Options and Other Rights (as defined in Section 4(b) below) held by ShareholderStockholder; provided, further, that Shareholder Stockholder may transfer or otherwise dispose of Shares and New Shares (i) to any member of ShareholderStockholder’s immediate family, (ii) to a trust for the benefit of Shareholder Stockholder or any member of ShareholderStockholder’s immediate family for estate planning purposes, (iii) to a charitable organization qualified under Section 510(c)(3) of the Internal Revenue Code of 1986, as amended, or (iv) in connection with or for the purpose of personal tax-planning or (iv) to a charitable organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amendedplanning; provided, however, that any transfer referred to in this section the foregoing clauses (i) through (iv) and the introductory language thereto shall be permitted only if, as a precondition to such transfer, the transferee agrees to be bound by the terms and conditions of this AgreementAgreement and, if requested by Parent, to execute a Proxy (as defined in Section 3 below). As used herein, the term “Expiration Time” shall mean the earliest earlier to occur of (A) the Effective Time, (B) the date and time of the valid termination of the Merger Agreement in accordance with its terms, (C) such date and time designated by Parent in a written notice to Stockholder, or (D) the written agreement of the parties hereto to terminate this Agreement, or (D) the date of (1) any change or amendment to the material terms of the Merger Agreement (including a waiver or forbearance by the parties to the Merger Agreement that has the effect of a change or amendment) that adversely effects the Shareholder or the Shareholder’s interest in the Shares or New Shares (excluding, for sake of clarity, any amendment to the terms of the Merger Agreement with the effect of extending the Initial End Date or the Extended End Date) or (2) any change or amendment of the Merger Agreement (including a waiver or forbearance by the parties to the Merger Agreement that has the effect of a change or amendment) that results in a decrease in the Per Share Cash Amount or that results in a change in the form of consideration to be paid by Parent in the Merger.

Restrictions on Shares. Subject (a) Except for sales of Shares during the period beginning on the date hereof and ending on the 5th Business Day after the date hereof pursuant to the terms and conditions herein and in of any trading plan adopted pursuant to Rule 10b5-1 under the Merger Exchange Act prior to the date of this Agreement: (a) Shareholder , Stockholder shall not, directly or indirectly, (i) transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of, or encumber, the Shares (as such term is defined in Section 4(a) 4 below) or any New Shares (as such term is defined in Section 1(d) below), (ii) enter into a swap or similar transaction that transfers the economic consequences of ownership of the Shares or any New Shares, or (iii) make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, at any time prior to the Expiration Time (as defined below)Date; provided, however, that nothing contained herein will be deemed to restrict the ability of Shareholder Stockholder to exercise exercise, prior to the Expiration Date, any Company Options held by ShareholderStockholder; provided, further, that Shareholder Stockholder may transfer Shares and New Shares (iw) to any member of ShareholderStockholder’s immediate family, (iix) to a trust for the benefit of Shareholder Stockholder or any member of ShareholderStockholder’s immediate family for estate planning purposes, (iiiy) to a charitable entity qualified as a 501(c)(3) organization under the Code or (z) in connection with or for the purpose of personal tax-planning or (iv) to a charitable organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amendedplanning; provided, howeverfurther, that any such transfer referred to in this section shall be permitted only if, as a precondition to such transfer, the transferee agrees in writing to be bound by all of the terms and conditions of this Agreement. As used herein, the term “Expiration TimeDate” shall mean the earliest to occur earlier of (Ai) the Effective Timefirst Business Day following the date on which the Company Stockholder Approval shall have been obtained, and (Bii) the valid date and time of the termination of the Merger Agreement in accordance compliance with its terms, (C) the written agreement of the parties hereto to terminate this Agreement, or (D) the date of (1) any change or amendment to the material terms of the Merger Agreement (including a waiver or forbearance by the parties to the Merger Agreement that has the effect of a change or amendment) that adversely effects the Shareholder or the Shareholder’s interest in the Shares or New Shares (excluding, for sake of clarity, any amendment to the terms of the Merger Agreement with the effect of extending the Initial End Date or the Extended End Date) or (2) any change or amendment of the Merger Agreement (including a waiver or forbearance by the parties to the Merger Agreement that has the effect of a change or amendment) that results in a decrease in the Per Share Cash Amount or that results in a change in the form of consideration to be paid by Parent in the Merger.

Restrictions on Shares. Subject to the terms and conditions herein and in the Merger Agreement: (a) Prior to the Expiration Time (as defined in Section 1(d)), Shareholder shall not, directly or indirectly, : (i) transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of, or encumber, the Shares (as defined in Section 4(a) below4) or any New Shares (as defined in Section 1(d) below)), or make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, at any time prior to the Expiration Time Time; (ii) except pursuant to the terms of this Agreement, grant any proxies or powers of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust, or enter into a voting agreement or similar arrangement or commitment with respect to any of the Shares or make any public announcement that is in any manner inconsistent with Section 2; or (iii) in its capacity as defined below); provideda Shareholder of the Acquiror, howeverdirectly or indirectly, take any action that nothing would make any representation or warranty contained herein will untrue or incorrect or be deemed reasonably expected to restrict have the effect of impairing the ability of Shareholder to exercise perform its obligations under this Agreement or preventing or delaying the consummation of any Company Options held of the transactions contemplated hereby or in the Acquiror Shareholder Approval (as defined in Section 1(d)). (b) Following the Effective Time, Shareholder shall not, directly or indirectly transfer (except as may be specifically required by Shareholder; providedcourt order or by operation of law), furthergrant an option with respect to, sell, exchange, pledge or otherwise dispose of or encumber any Shares (as defined in Section 4) or New Shares (as defined in Section 1(d)) or enter into any Hedging Transaction (as defined in Section 1(d)) relating to the Shares or New Shares (each of the foregoing referred to as a “Disposition”) until the date that is six (6) months after the Effective Time. (c) Notwithstanding the restrictions set forth in clauses (a) and (b) of this Section 1: (i) if Shareholder is an individual, Shareholder may transfer Shares and or New Shares (i) to any member of Shareholder’s immediate family, (ii) or to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family for estate planning purposes; and, if Shareholder is a private equity or venture capital fund, Shareholder may distribute Shares or New Shares to its partners, members and equity holders or transfer Shares or New Shares to any affiliate of the Shareholder or any investment fund or other entity controlled or managed by Shareholder in a transaction not involving a disposition for value; provided, that, in any such case it shall be a condition to the transfer or distribution that the transferee or distributee execute an agreement stating that the transferee or distributee is receiving and holding the Shares or New Shares subject to the provisions of this Agreement; (iiiii) in connection with the event the U.S. Internal Revenue Service or for other applicable tax authority challenges the purpose treatment of personal the Merger as a tax-planning or (iv) to a charitable organization qualified under free “reorganization” within the meaning of Section 501(c)(3368(a) of the Internal Revenue Code of 1986, as amended; provided, howeverand the regulations promulgated thereunder, that any transfer referred to in this section Shareholder shall be permitted only ifreleased from the transfer restrictions imposed on the Shares and New Shares pursuant to this Agreement to the extent reasonably necessary to cover the resulting, or anticipated as a precondition the resulting, tax liability to such transfer, the transferee agrees to be bound Shareholder by the terms and conditions of this Agreement. As used herein, the term “Expiration Time” shall mean the earliest to occur of (A) the Effective Time, (B) the valid termination virtue of the Merger Agreement in accordance with its terms, (C) and the written agreement of the parties hereto to terminate this Agreement, or (D) the date of (1) any change or amendment to the material terms of the Merger Agreement (including a waiver or forbearance merger consideration received by the parties Shareholder pursuant to the Merger Agreement that has the effect of a change or amendmentnot qualifying for such tax-free treatment; (iii) that adversely effects the Shareholder or the Shareholder’s interest in the may sell Shares or New Shares solely to satisfy applicable tax withholding obligations in connection with exercise of Acquiror Options or settlement of Acquiror RSUs in Shares or New Shares; and (excluding, iv) nothing contained herein will be deemed to restrict the ability of Shareholder to exercise any Acquiror Options or Acquiror Warrants or settle any Acquiror RSUs held by Shareholder. (d) The following terms shall have the following meanings for sake purposes of clarity, any amendment to the terms of the Merger Agreement with the effect of extending the Initial End Date or the Extended End Date) or (2) any change or amendment of the Merger Agreement (including a waiver or forbearance by the parties to the Merger Agreement that has the effect of a change or amendment) that results in a decrease in the Per Share Cash Amount or that results in a change in the form of consideration to be paid by Parent in the Merger.this Agreement:

Restrictions on Shares. Subject to the terms and conditions herein and in the Merger Agreement: (a) Shareholder Except as contemplated by the Reorganization, Stockholder shall not, directly or indirectly, transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose ofof or encumber (except for encumbrances created by this Agreement or arising under applicable law) any of the Shares, or encumber, the Shares (as defined in Section 4(a) below) or any New Shares (as defined in Section 1(d) below), or make any offer or enter into any agreement or binding other arrangement or commitment providing for any of the foregoingrelating thereto, at any time prior to the Expiration Time (as defined below); provided, however, that nothing contained herein will be deemed Stockholder may, subject to restrict the ability terms of Shareholder agreements by and between the Company and Stockholder as of the date hereof, (i) distribute any of the Shares to exercise its partners, members and equity holders (as applicable), (ii) transfer the Shares to its Affiliates, or (iii) transfer any Company Options held by Shareholderof the Shares upon the dissolution of Stockholder; provided, further, that Shareholder may any such transfer Shares and New Shares (i) to any member of Shareholder’s immediate family, (ii) to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family for estate planning purposes, (iii) in connection with or for the purpose of personal tax-planning or (iv) to a charitable organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; provided, however, that any transfer referred to in this section shall be permitted only if, as a precondition condition to the effectiveness of such transfer, the transferee agrees in writing to be bound by all of the terms and conditions of this Agreement. As used herein, the term “Expiration Time” shall mean the earliest to occur occurrence of (A) the Effective Time, (B) the date and time of the valid termination of the Merger Agreement in accordance with its terms, (C) the such date and time designated by mutual written agreement of between the parties hereto to terminate this Agreementhereto, or and (D) the date of (1) any change or amendment to the material terms of the Merger Agreement (including a waiver or forbearance by the parties to the Merger Agreement that has the effect of a change or amendment) that adversely effects the Shareholder or the Shareholder’s interest in the Shares or New Shares (excluding, for sake of clarity, any amendment to the terms of the Merger Agreement (x) without the prior written consent of Stockholder that (1) reduces or changes the form of the Merger Consideration or any other CONFIDENTIAL consideration otherwise payable with respect to the effect of extending the Initial End Date or the Extended End Date) or Company Options and/or Company Warrants beneficially owned by Stockholder, (2) imposes any change material restrictions on or amendment additional conditions on the payment of the Merger Agreement Consideration or any other consideration otherwise payable with respect to the Company Options and/or Company Warrants beneficially owned by Stockholder, or (including a waiver 3) imposes any material restrictions or forbearance by the parties to obligations on Stockholder or (y) that otherwise amends the Merger Agreement that has the effect in any material respect without prior written consent of a change or amendment) that results in a decrease in the Per Share Cash Amount or that results in a change in the form of consideration Stockholder, such consent not to be paid by Parent in the Mergerunreasonably withheld.

Restrictions on Shares. Subject (a) Except for sales of Shares during the period beginning on the date hereof and ending on the fifth Business Day after the date hereof pursuant to the terms and conditions herein and in of any trading plan adopted pursuant to Rule 10b5-1 under the Merger Exchange Act prior to the date of this Agreement: (a) Shareholder , Stockholder shall not, directly or indirectly, (i) transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of, of or encumber, the Shares (as such term is defined in Section 4(a) 4 below) or any New Shares (as such term is defined in Section 1(d) below), (ii) enter into a swap or similar transaction that transfers the economic consequences of ownership of the Shares or any New Shares, or (iii) make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, at any time prior to the Expiration Time (as defined below)Date; provided, however, that nothing contained herein will be deemed to restrict the ability of Shareholder Stockholder to exercise exercise, prior to the Expiration Date, any Company Options held by ShareholderStockholder; provided, further, that Shareholder Stockholder may transfer Shares and New Shares (iw) to any member of ShareholderStockholder’s immediate family, (iix) to a trust for the benefit of Shareholder Stockholder or any member of ShareholderStockholder’s immediate family for estate planning purposes, (iiiy) to a charitable entity qualified as a 501(c)(3) organization under the Code or (z) in connection with or for the purpose of personal tax-planning or (iv) to a charitable organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amendedplanning; provided, howeverfurther, that any such transfer referred to in this section shall be permitted only if, as a precondition to such transfer, the transferee agrees in writing to be bound by all of the terms and conditions of this Agreement. As used herein, the term “Expiration TimeDate” shall mean the earliest to occur of (Ai) the Effective Time, first Business Day following the date on which the Company Stockholder Approval shall have been obtained and (Bii) the valid date and time of the termination of the Merger Agreement in accordance with its terms, (C) the written agreement of the parties hereto to terminate this Agreement, or (D) the date of (1) any change or amendment to the material terms of the Merger Agreement (including a waiver or forbearance by the parties to the Merger Agreement that has the effect of a change or amendment) that adversely effects the Shareholder or the Shareholder’s interest in the Shares or New Shares (excluding, for sake of clarity, any amendment to the terms of the Merger Agreement with the effect of extending the Initial End Date or the Extended End Date) or (2) any change or amendment of the Merger Agreement (including a waiver or forbearance by the parties to the Merger Agreement that has the effect of a change or amendment) that results in a decrease in the Per Share Cash Amount or that results in a change in the form of consideration to be paid by Parent in the Merger.

Restrictions on Shares. Subject to the terms and conditions herein and in the Merger Agreement: (a) Shareholder Stockholder shall not, directly or indirectly, transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of, or encumber, the Shares (as defined in Section 4(a) below) or any New Shares (as defined in Section 1(d) below), or make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, at any time prior to the Restriction Expiration Time (as defined below); providedDate, however, that nothing contained herein will be deemed to restrict the ability of Shareholder to exercise any Company Options held by Shareholder; provided, further, that Shareholder may transfer Shares and New Shares (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any member Parent Shares or securities convertible into or exercisable or exchangeable for capital stock of Shareholder’s immediate familyParent, (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Parent Shares or securities convertible into or exercisable or exchangeable for capital stock of Parent, or (iii) engage in any short selling of any Parent Shares or securities convertible into or exercisable or exchangeable for capital stock of Parent, except for transfers (A) to any trust for the direct benefit of Stockholder, (B) if such Stockholder is a natural person, to such Stockholder’s parents, siblings, spouse, children, nieces, nephews or grandchildren or any person sharing the Stockholder’s household (other than a tenant or employee), or a trust for the direct benefit of Shareholder or any member of Shareholder’s immediate family for estate planning purposesthe foregoing, (iiiC) in connection with by will or for intestacy to Stockholder’s legal representative, (D) to an Affiliate (as defined under the purpose Securities Act of personal tax-planning 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder) of such Stockholder, or (ivE) distributions of securities to a charitable organization qualified under Section 501(c)(3) partners, members or stockholders of the Internal Revenue Code of 1986, as amendedStockholder not involving a disposition for value; provided, however, that any such transfer referred to described in this section clauses (A) – (E) above shall be permitted only if, as a precondition condition to the effectiveness of such transfer, (x) the transferee agrees in writing to be bound by to all of the terms set forth in this Agreement and conditions (y) such transfer would not require the registration of such Parent Shares pursuant to any applicable federal, state or other securities laws or result in Parent being required to register any class of its equity securities with any Governmental Entity, and, with respect to clauses (D) and (E), unless waived by Parent, Parent shall receive a written opinion reasonably satisfactory to Parent and Parent’s counsel to such effect that such transfer would not require the registration of such Parent Shares. For clarity, the foregoing restrictions in this Section 1(a) shall apply only to transactions relating to the Parent Shares and not to transactions relating to securities of Parent acquired in any transactions other than pursuant to the Merger Agreement. As used herein, the term “Restriction Expiration TimeDate” shall mean the earliest to occur of (A) the Effective Time, (B) the valid termination sixth-month anniversary of the Merger Agreement in accordance with its terms, (C) the written agreement of the parties hereto to terminate this Agreement, or (D) the date of (1) any change or amendment to the material terms of the Merger Agreement (including a waiver or forbearance by the parties to the Merger Agreement that has the effect of a change or amendment) that adversely effects the Shareholder or the Shareholder’s interest in the Shares or New Shares (excluding, for sake of clarity, any amendment to the terms of the Merger Agreement with the effect of extending the Initial End Date or the Extended End Closing Date) or (2) any change or amendment of the Merger Agreement (including a waiver or forbearance by the parties to the Merger Agreement that has the effect of a change or amendment) that results in a decrease in the Per Share Cash Amount or that results in a change in the form of consideration to be paid by Parent in the Merger.

Restrictions on Shares. Subject 1.1 Each Stockholder, as to himself, herself or itself (severally and not jointly), agrees that, from the terms and conditions herein and in Agreement Date until the Merger Agreement: Expiration Time (a) Shareholder as defined below), he, she or it shall not, directly or indirectly, transfer (except as may be specifically required by a final, non-appealable order of a court order of competent jurisdiction or by operation of lawapplicable Law or pursuant to the express terms of the Merger Agreement), grant an option with respect todirectly or indirectly, sell, exchange, pledge or otherwise dispose ofof (other than pursuant to Rule 10b5-1 trading plans in effect on the date of this Agreement) or subject to any Lien (collectively, or encumber, the “Transfer”) any Shares (as defined in Section 4(a2) below) or any New Shares (as defined in Section 1(d) below), or make any offer or enter into any agreement or binding other arrangement relating to any Transfer of Shares; provided that such Stockholder may (a) if such Stockholder is a partnership, limited liability company or commitment providing for any of the foregoingcorporation, at any time prior distribute Shares to the Expiration Time its partners, members, equity holders or affiliated entities (as defined belowapplicable); provided, however(b) if such Stockholder is an individual, that nothing contained herein will be deemed to restrict the ability of Shareholder to exercise Transfer any Company Options held by Shareholder; provided, further, that Shareholder may transfer Shares and New Shares (i) to any member of Shareholdersuch Stockholder’s immediate family, (ii) or to a trust for the benefit of Shareholder such Stockholder or any member of Shareholdersuch Stockholder’s immediate family for estate planning purposesfamily, (iiic) in connection with Transfer any Shares for charitable purposes as charitable gifts or for donations, and (d) Transfer any Shares upon the purpose death of personal tax-planning or such Stockholder (iv) to each, a charitable organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended“Permitted Transfer”); provided, howeverfurther, that any transfer referred to in this section such Permitted Transfer shall be permitted only if, as a precondition condition to the effectiveness of such transferPermitted Transfer, (i) the transferee agrees in writing to be bound by all of the terms and conditions of this AgreementAgreement with respect to the Shares subject to such Permitted Transfer to the same extent as such transferring Stockholder is bound thereunder and (ii) such Permitted Transfer would not require registration pursuant to any applicable federal or state securities Laws or result in the Company being required to register any class of its equity securities with the SEC. As used herein, the term “Expiration Time” as it applies to any Stockholder shall mean the earliest to occur earlier of (A) the Effective Time, Time and (B) the valid termination of the Merger Agreement in accordance with its terms, (C) . Any Transfer in violation of this Section 1.1 shall be null and void ab initio with respect to Shares so transferred. 1.2 From the written agreement Agreement Date until the Expiration Time and except pursuant to the terms of the parties hereto to terminate this Agreement, each Stockholder, as to himself, herself or itself (severally and not jointly), agrees he, she or it shall not, directly or indirectly, grant any proxies or powers of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust, or enter into a voting agreement with respect to any of the Shares. 1.3 Any shares of Company Capital Stock that a Stockholder purchases or with respect to which such Stockholder otherwise acquires beneficial ownership on or after the Agreement Date and prior to the Expiration Time, including, without limitation, by reason of any (a) exercise of Company Options or vesting and conversion of Company RSUs or Company PRSAs or (Db) stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into capital stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar transaction (collectively, the date of (1) any change or amendment “New Shares”), shall be subject to the material terms and conditions of the Merger this Agreement (including a waiver or forbearance by the parties to the Merger Agreement same extent as if they constituted Shares and shall be deemed to be Shares for the purposes hereof; provided, however, that has the effect a Stockholder shall be permitted to sell or net settle a sufficient number of a change or amendment) that adversely effects the Shareholder or the Shareholder’s interest in the Shares or New Shares (excluding, for sake to cover the tax withholding obligations resulting from the vesting and conversion of clarity, any amendment Company RSUs or Company PRSAs or the exercise of Company Options and to cover the payment of the exercise price related to the terms exercise of the Merger Agreement with the effect of extending the Initial End Date or the Extended End Date) or (2) any change or amendment of the Merger Agreement (including a waiver or forbearance by the parties to the Merger Agreement that has the effect of a change or amendment) that results in a decrease in the Per Share Cash Amount or that results in a change in the form of consideration to be paid by Parent in the MergerCompany Options.

Restrictions on Shares. Subject to the terms and conditions herein and in the Merger Agreement: (a) Shareholder Prior to the Expiration Time (as defined in Section 1(c)), Stockholder shall not, directly or indirectly, : (i) transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose ofof (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), or encumber, the any Lock-Up Shares (as defined in Section 4(a) below) or 1(c)), enter into any New Shares Hedging Transaction (as defined in Section 1(d) below1(c)), or make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, at or publicly disclose the intention to take any time prior of the foregoing actions; (ii) except pursuant to the Expiration Time terms of this Agreement, grant any proxies or powers of attorney with respect to any of the Shares (as defined belowin Section 3(a)), deposit any of the Shares into a voting trust, or enter into a voting agreement or similar arrangement or commitment with respect to any of the Shares or make any public announcement that is in any manner inconsistent with Section 2; providedor (iii) in his, howeverher or its capacity as a Stockholder of Parent, directly or indirectly, take any action that nothing would make any representation or warranty contained herein will untrue or incorrect or be deemed reasonably expected to restrict have the effect of impairing the ability of Shareholder Stockholder to exercise perform his, her or its obligations under this Agreement or preventing or delaying the consummation of any Company Options held by Shareholder; provided, further, that Shareholder may transfer Shares and New Shares of the transactions contemplated hereby or in the Merger Agreement. (b) Notwithstanding the restrictions set forth in clause (a) of this Section 1: (i) Stockholder may transfer Lock-Up Shares to any member of ShareholderStockholder’s immediate family, (ii) or to a trust for the benefit of Shareholder Stockholder or any member of ShareholderStockholder’s immediate family for estate planning purposes, (iii) in connection with or for the purpose of personal tax-planning or (iv) to a charitable organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; provided, howeverthat, that in any transfer referred to in this section such case it shall be permitted only if, as a precondition condition to such transfer, the transfer or distribution that the transferee or distributee execute an agreement, in form and substance satisfactory to Parent, stating that the transferee or distributee is receiving and holding the Lock-Up Shares subject to the provisions of this Agreement and that the transferee or distributee agrees to be bound by the terms and conditions of this Agreement. As used herein; and (ii) nothing contained herein will be deemed to restrict the ability of any Stockholder to exercise, including any form of cashless exercise that results in the term “Expiration Time” shall mean sale or other transfer of any Lock-Up Shares, any options or warrants to purchase Parent Common Stock (as defined in Section 1(c)) held by such Stockholder which are described in the earliest to occur of (A) the Effective Time, (B) the valid termination of the Merger Agreement in accordance with its terms, (C) the written agreement of the parties hereto to terminate this Agreement, or (D) the date of (1) any change or amendment confidential disclosure schedules delivered by Parent to the material terms of the Merger Agreement (including a waiver or forbearance by the parties Company pursuant to the Merger Agreement that has Agreement. (c) The following terms shall have the effect following meanings for purposes of a change or amendment) that adversely effects the Shareholder or the Shareholder’s interest in the Shares or New Shares (excluding, for sake of clarity, any amendment to the terms of the Merger Agreement with the effect of extending the Initial End Date or the Extended End Date) or (2) any change or amendment of the Merger Agreement (including a waiver or forbearance by the parties to the Merger Agreement that has the effect of a change or amendment) that results in a decrease in the Per Share Cash Amount or that results in a change in the form of consideration to be paid by Parent in the Merger.this Agreement:

Restrictions on Shares. Subject to the terms and conditions herein and in the Merger Agreement: (a) Shareholder shall not, directly or indirectly, transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of, reduce its economic risk in, or encumber, the Shares (as defined in Section 4(a) 4 below) or any New Shares (as defined in Section 1(d) below), or make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, at any time prior to the Expiration Time (as defined belowbelow in this Section 1(a)); provided, however, that nothing contained herein will be deemed to restrict the ability of Shareholder to exercise exercise, prior to the end of the Expiration Time, any Company Options held by Shareholder; provided, further, that Shareholder may transfer or otherwise dispose of Shares and New Shares (i1) to any member of Shareholder’s immediate family, (ii2) to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family for estate planning purposes, (iii) in connection with or for the purpose of personal tax-planning or (iv3) to a charitable organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (4) in connection with or for the purpose of personal tax planning; provided, however, that any transfer referred to in this section the foregoing clauses (1) through (4) and the introductory language thereto shall be permitted only if, as a precondition to such transfer, the transferee agrees to be bound by the terms and conditions of this Agreement and, if requested by Parent, to execute a Proxy (as defined in Section 3 below pursuant to, and in accordance with, the terms of Shareholder’s 10b5-1 plan or arrangement with the Company, if any, as in effect as of the date of this Agreement). As used hereinin this Agreement, the term “Expiration Time” shall mean the earliest to occur earlier of (Ai) the Effective Time, (Bii) the date and time of the valid termination of the Merger Agreement in accordance with its terms, and (Ciii) the written agreement of the parties hereto to terminate this Agreement, or (D) the such date of (1) any change or amendment to the material terms of the Merger Agreement (including a waiver or forbearance by the parties to the Merger Agreement that has the effect of a change or amendment) that adversely effects the Shareholder or the Shareholder’s interest in the Shares or New Shares (excluding, for sake of clarity, any amendment to the terms of the Merger Agreement with the effect of extending the Initial End Date or the Extended End Date) or (2) any change or amendment of the Merger Agreement (including a waiver or forbearance by the parties to the Merger Agreement that has the effect of a change or amendment) that results in a decrease in the Per Share Cash Amount or that results in a change in the form of consideration to be paid and time designated by Parent in the Mergera written notice to Shareholder.