Common use of Transfer and Encumbrance Clause in Contracts

Transfer and Encumbrance. Stockholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New Shares (as defined in Section 2 hereof), or to discuss, negotiate, or make any offer or agreement relating thereto, other than to or with Rentrak, in each case without the prior written consent of Rentrak; provided, that nothing contained herein shall prohibit (i) the net settlement of Stockholder’s options to purchase shares of comScore Common Stock (to pay the exercise price thereof and any tax withholding obligations), (ii) the net settlement of Stockholder’s restricted stock units (including performance-based restricted stock units) settled in shares of comScore Common Stock (to pay any tax withholding obligations), (iii) the exercise of Stockholder’s options to purchase shares of comScore Common Stock, to the extent such options would expire prior to the Effective Time, (iv) the exercise of Stockholder’s options to purchase shares of comScore Common Stock or the receipt upon settlement of Stockholder’s restricted stock units, and the sale of a sufficient number of such shares of comScore Common Stock acquired upon exercise of such options or settlement of such restricted stock units as would generate sales proceeds sufficient to pay the aggregate applicable exercise price of shares then exercised under such options and the taxes payable by Stockholder as a result of such exercise or settlement, (v) if the Stockholder is a party, as of the date hereof, to a written plan for trading the Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”), such Stockholder from selling pursuant to such 10b5-1 Plan up to that number of Shares as are permitted to be sold under such 10b5-1 Plan, or (vi) if such Stockholder is not an individual, the Transfer of Shares and New Shares to an Affiliate of such Stockholder and the Transfer of Shares or New Shares by any such affiliate to any other affiliate of such Stockholder, provided that any such affiliate shall have signed a counterpart of or joinder to this Agreement. Stockholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.

Transfer and Encumbrance. Stockholder Shareholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New Shares (as defined in Section 2 hereof), or to discuss, negotiate, or make any offer or agreement relating thereto, other than to or with RentrakShares, in each case without the prior written consent of RentrakSynacor; provided, that nothing contained herein shall prohibit (ia) the net settlement of StockholderShareholder’s options to purchase shares of comScore Qumu Common Stock (to pay the exercise price thereof and any tax withholding obligations), (iib) the net settlement of StockholderShareholder’s restricted stock units (including performance-based restricted stock units) settled in shares of comScore Qumu Common Stock (to pay any tax withholding obligations), (iiic) the exercise of StockholderShareholder’s options to purchase shares of comScore Qumu Common Stock, to the extent such options would expire prior to the Effective Time, (ivd) the exercise of StockholderShareholder’s options to purchase shares of comScore Qumu Common Stock or the receipt upon settlement of StockholderShareholder’s restricted stock units, and the sale of a sufficient number of such shares of comScore Qumu Common Stock acquired upon exercise of such options or settlement of such restricted stock units as would generate sales proceeds sufficient to pay the aggregate applicable exercise price of shares then exercised under such options and the taxes payable by Stockholder Shareholder as a result of such exercise or settlement, (ve) if the Stockholder is a party, as of the date hereof, to a such Shareholder from selling Shares under any written plan providing for the trading the of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”)) that is described on the signature page hereto or which is put in place after the date hereof in order to replace an expired or expiring 10b5-1 Plan (provided, such Stockholder from selling pursuant to that any such 10b5-1 Plan up to that number shall be implemented in accordance with the requirements of Shares Qumu’s xxxxxxx xxxxxxx policy and on substantially consistent terms as are permitted to be sold under such the expired or expiring 10b5-1 Plan, except as may be required to implement additional sales pursuant to the foregoing clause (d)), (f) any Transfer where such Shareholder retains sole direct and indirect voting control over such Shares or (vi) if such Stockholder is not an individual, the Transfer of Shares and New Shares through the term of this Agreement, (g) any Transfer to an Affiliate of Shareholder, or (h) if Shareholder is an individual, (i) to any member of Shareholder’s immediate family or to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family or (ii) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar law; provided, however, that in the case of the foregoing clauses (g) or (h)(i), any such Stockholder Transfer shall only be permitted if and to the Transfer extent that the transferee of such Shares or New Shares agrees to be bound by any such affiliate and subject to any other affiliate of such Stockholder, provided that any such affiliate shall have signed a counterpart of or joinder the terms and provisions hereof to this Agreementthe same effect as the transferring Shareholder. Stockholder Shareholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.

Transfer and Encumbrance. Stockholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New Shares (as defined in Section 2 hereof), or to discuss, negotiate, or make any offer or agreement relating thereto, other than to or with RentrakShares, in each case without the prior written consent of RentrakHortonworks; provided, that nothing contained herein shall prohibit (ia) the net settlement of Stockholder’s options to purchase shares of comScore Cloudera Common Stock (to pay the exercise price thereof and any tax withholding obligations), (iib) the net settlement of Stockholder’s restricted stock units (including performance-based restricted stock units) settled in shares of comScore Cloudera Common Stock (to pay any tax withholding obligations), (iiic) the exercise of Stockholder’s options to purchase shares of comScore Cloudera Common Stock, to the extent such options would expire prior to the Effective Time, (ivd) the exercise of Stockholder’s options to purchase shares of comScore Cloudera Common Stock or the receipt upon settlement of Stockholder’s restricted stock units, and the sale of a sufficient number of such shares of comScore Cloudera Common Stock acquired upon exercise of such options or settlement of such restricted stock units as would generate sales proceeds sufficient to pay the aggregate applicable exercise price of shares then exercised under such options and the taxes payable by Stockholder as a result of such exercise or settlement, (ve) if the such Stockholder is a party, as of the date hereof, to a from selling Shares under any written plan providing for the trading the of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”)) that is described on the signature page hereto or which is put in place after the date hereof in order to replace an expired or expiring 10b5-1 Plan (provided, such Stockholder from selling pursuant to that any such 10b5-1 Plan up to that number shall be implemented in accordance with the requirements of Shares Cloudera’s xxxxxxx xxxxxxx policy and on substantially consistent terms as are permitted to be sold under such the expired or expiring 10b5-1 Plan, or except as may be required to implement additional sales pursuant to the foregoing clause (vid)), (f) if any Transfer where such Stockholder is not an individual, the Transfer of retains sole direct and indirect voting control over such Shares and or New Shares through the term of this Agreement, (g) any Transfer to an Affiliate of Stockholder, or (h) if Stockholder is an individual, (i) to any member of Stockholder’s immediate family or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family or (ii) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar law; provided, however, that in the case of the foregoing clauses (g) or (h)(i), any such Stockholder Transfer shall only be permitted if and to the Transfer extent that the transferee of such Shares or New Shares agrees to be bound by any such affiliate and subject to any other affiliate of such the terms and provisions hereof to the same effect as the transferring Stockholder, provided that any such affiliate shall have signed a counterpart of or joinder to this Agreement. Stockholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.

Transfer and Encumbrance. Stockholder Shareholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New Shares (as defined in Section 2 hereof), or to discuss, negotiate, or make any offer or agreement relating thereto, other than to or with RentrakcomScore, in each case without the prior written consent of RentrakcomScore; provided, that nothing contained herein shall prohibit (i) the net settlement of StockholderShareholder’s options to purchase shares of comScore Rentrak Common Stock (to pay the exercise price thereof and any tax withholding obligations), (ii) the net settlement of StockholderShareholder’s restricted stock units (including performance-based restricted stock units) settled in shares of comScore Rentrak Common Stock (to pay any tax withholding obligations), (iii) the exercise of StockholderShareholder’s options to purchase shares of comScore Rentrak Common Stock, to the extent such options would expire prior to the Effective Time, (iv) the exercise of StockholderShareholder’s options to purchase shares of comScore Rentrak Common Stock or the receipt upon settlement of StockholderShareholder’s restricted stock units, and the sale of a sufficient number of such shares of comScore Rentrak Common Stock acquired upon exercise of such options or settlement of such restricted stock units as would generate sales proceeds sufficient to pay the aggregate applicable exercise price of shares then exercised under such options and the taxes payable by Stockholder Shareholder as a result of such exercise or settlement, (v) if the Stockholder Shareholder is a party, as of the date hereof, to a written plan for trading the Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”), such Stockholder Shareholder from selling pursuant to such 10b5-1 Plan up to that number of Shares as are permitted to be sold under such 10b5-1 Plan, or (vi) if such Stockholder is not an individual, the Transfer of Shares and New Shares to an Affiliate of such Stockholder Shareholder and the Transfer of Shares or New Shares by any such affiliate Affiliate to any other affiliate Affiliate of such StockholderShareholder, provided that any such affiliate Affiliate shall have signed a counterpart of or joinder to this Agreement. Stockholder Shareholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.

Transfer and Encumbrance. Stockholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New Shares (as defined in Section 2 hereof), or to discuss, negotiate, or make any offer or agreement relating thereto, other than to or with RentrakShares, in each case without the prior written consent of RentrakCloudera; provided, that nothing contained herein shall prohibit (ia) the net settlement of Stockholder’s options to purchase shares of comScore Hortonworks Common Stock (to pay the exercise price thereof and any tax withholding obligations), (iib) the net settlement of Stockholder’s restricted stock units (including performance-based restricted stock units) settled in shares of comScore Hortonworks Common Stock (to pay any tax withholding obligations), (iiic) the exercise of Stockholder’s options to purchase shares of comScore Hortonworks Common Stock, to the extent such options would expire prior to the Effective Time, (ivd) the exercise of Stockholder’s options to purchase shares of comScore Hortonworks Common Stock or the receipt upon settlement of Stockholder’s restricted stock units, and the sale of a sufficient number of such shares of comScore Hortonworks Common Stock acquired upon exercise of such options or settlement of such restricted stock units as would generate sales proceeds sufficient to pay the aggregate applicable exercise price of shares then exercised under such options and the taxes payable by Stockholder as a result of such exercise or settlement, (ve) if the such Stockholder is a party, as of the date hereof, to a from selling Shares under any written plan providing for the trading the of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”)) that is described on the signature page hereto or which is put in place after the date hereof in order to replace an expired or expiring 10b5-1 Plan (provided, such Stockholder from selling pursuant to that any such 10b5-1 Plan up to that number shall be implemented in accordance with the requirements of Shares Hortonworks’ xxxxxxx xxxxxxx policy and on substantially consistent terms as are permitted to be sold under such the expired or expiring 10b5-1 Plan, or except as may be required to implement additional sales pursuant to the foregoing clause (vid)), (f) if any Transfer where such Stockholder is not an individual, the Transfer of retains sole direct and indirect voting control over such Shares and or New Shares through the term of this Agreement, (g) any Transfer to an Affiliate of Stockholder, or (h) if Stockholder is an individual, (i) to any member of Stockholder’s immediate family or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family or (ii) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar law; provided, however, that in the case of the foregoing clauses (g) or (h)(i), any such Stockholder Transfer shall only be permitted if and to the Transfer extent that the transferee of such Shares or New Shares agrees to be bound by any such affiliate and subject to any other affiliate of such the terms and provisions hereof to the same effect as the transferring Stockholder, provided that any such affiliate shall have signed a counterpart of or joinder to this Agreement. Stockholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.

Transfer and Encumbrance. Stockholder agrees, during (a) Immediately prior to the period beginning on the date hereof and ending on the Expiration Date Effective Time (as defined belowin the Merger Agreement), Shareholder was the beneficial owner of that number of shares of Target Capital Stock set forth on the signature page hereto (the "Shares") and, except as otherwise set forth on the signature page hereto, (i) held such Target Capital Stock at all times since the date set forth on such signature page, and (ii) did not acquire any shares of Target Capital Stock in contemplation of the Merger. These Shares constituted the Shareholder's entire interest in the outstanding Target Capital Stock. No other person or entity not a signatory to this Agreement had as of the Effective Time, or has a beneficial interest in or a right to acquire such Shares or any portion of such Shares (except, with respect to shareholders which are partnerships, partners of such shareholders). The Shares were at all times up until the Effective Time free and clear of any liens, claims, options, charges or other encumbrances. (b) In addition to any other restrictions set forth in this Shareholder's Agreement, Shareholder agrees not to transfer (except as may be specifically required by court order or by operation of law), sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectivelythe shares of Acquiror, “Transfer”) any Shares or any New Shares shares received by Shareholder pursuant to the Merger (as defined in Section 2 hereofbelow), or to discuss, negotiate, or make any offer or agreement relating thereto, other than at any time prior to the 180th day following the first day Acquiror Shares are listed for trading on EASDAQ if any shareholders of Acquiror are subject to the same restriction pursuant to any understanding arrangement relating to such EASDAQ listing, except such restriction shall not prohibit transfers by operations of law, or with Rentrakbona fide gifts to family members if Shareholder, to an affiliate of Shareholder (as such term is defined in each case without Section 1.10 of the prior written consent of Rentrak; provided, that nothing contained herein shall prohibit (i) the net settlement of Stockholder’s options to purchase shares of comScore Common Stock (to pay the exercise price thereof and any tax withholding obligationsMerger Agreement), (ii) or to trusts established for the net settlement benefit of Stockholder’s restricted stock units (including performance-based restricted stock units) settled in shares of comScore Common Stock (to pay any tax withholding obligations)Shareholder's family members, (iii) so long as the exercise of Stockholder’s options to purchase shares of comScore Common Stock, transferees remain subject to the extent restrictions set forth herein. (c) [FOR OFFICERS, DIRECTORS AND 5% STOCKHOLDERS OF TARGET:] [The undersigned Stockholder will not sell, exchange, transfer pledge, dispose of or otherwise reduce the undersigned Stockholder's risk relative to the Acquiror Shares or any part thereof until such options would expire time after the Effective Time of the Merger as financial results covering at least thirty (30) days of the combined operations of Acquiror and Target after the Effective Time of the Merger have been, within the meaning of said Release No. 130, filed by Acquiror with the SEC or published by Acquiror in an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q, a Current Report on Form 8-K, a quarterly earnings report, a press release or other public issuance that includes combined sales and net income of Target and Acquiror. Acquiror agrees to make such filing or publication as soon as practicable and to notify the undersigned Stockholder promptly upon making such filing or publication. The undersigned has not, during the thirty (30) day period prior to the Effective TimeTime of the Merger, sold, exchanged, transferred, pledged, disposed of or otherwise reduced the undersigned Stockholder's risk relative to the Acquiror Shares or any part thereof (iv) the exercise including any disposition, within such period, of Stockholder’s 's shares of, or options to purchase shares of comScore Common Stock or the receipt upon settlement of Stockholder’s restricted stock unitspurchase, and the sale of a sufficient number of such shares of comScore Common Stock acquired upon exercise of such options or settlement of such restricted stock units as would generate sales proceeds sufficient to pay the aggregate applicable exercise price of shares then exercised under such options and the taxes payable by Stockholder as a result of such exercise or settlement, (v) if the Stockholder is a party, as of the date hereof, to a written plan for trading the Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”), such Stockholder from selling pursuant to such 10b5-1 Plan up to that number of Shares as are permitted to be sold under such 10b5-1 Plan, or (vi) if such Stockholder is not an individual, the Transfer of Shares and New Shares to an Affiliate of such Stockholder and the Transfer of Shares or New Shares by any such affiliate to any other affiliate of such Stockholder, provided that any such affiliate shall have signed a counterpart of or joinder to this Agreement. Stockholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereofTarget Capital Stock.]

Transfer and Encumbrance. Stockholder agrees, during the period beginning on the date hereof and ending on the Expiration Date Date, not to Transfer (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New Shares (as defined in Section 2 hereof)Shares, or to discuss, negotiateany interest therein, or make any offer economic or voting rights with respect thereto (including any rights decoupled from the underlying securities) or enter into any contract, option or other arrangement or understanding with respect thereto (including any voting trust or agreement relating thereto, other than to or and the granting of any proxy inconsistent with RentrakStockholder’s obligations under this Agreement), in each case without the prior written consent of Rentrakeach Investor Seller; provided, that nothing contained herein shall prohibit (ia) the net settlement of Stockholder’s options to purchase shares of comScore Common Stock Purchaser Shares (to pay the exercise price thereof and any tax withholding obligations), (iib) the net settlement of Stockholder’s restricted stock units (including performance-based restricted stock units) settled in shares of comScore Common Stock Purchaser Shares (to pay any tax withholding obligations), (iiic) the exercise of Stockholder’s options to purchase shares of comScore Common StockPurchaser Shares, to the extent such options would expire prior to the Effective TimeCompletion, (ivd) the exercise of Stockholder’s options to purchase shares of comScore Common Stock Purchaser Shares or the receipt upon settlement of Stockholder’s restricted stock units (including performance-based restricted stock units), and the sale of a sufficient number of such shares of comScore Common Stock Purchaser Shares acquired upon exercise of such options or settlement of such restricted stock units as would generate sales proceeds sufficient to pay (i) the aggregate applicable exercise price of shares then exercised under such options and the taxes payable by Stockholder as a result of such exercise or settlementsettlement or (ii) funds owed upon vesting of such options or restricted stock units pursuant to any non-consensual legal order, by divorce decree or by will, intestacy or other similar law, (ve) if the such Stockholder is a party, as of the date hereof, to a from selling Shares under any written plan providing for the trading the of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”), such Stockholder from selling pursuant ) that is described on Schedule 1 hereto or which is put in place after the date hereof in order to such 10b5-1 Plan up to that number of Shares as are permitted to be sold under such replace an expired or expiring 10b5-1 Plan, or (vif) if any Transfer where such Stockholder is not an individual, the Transfer of retains sole direct and indirect voting control over such Shares and or New Shares through the term of this Agreement, (g) any Transfer to an Affiliate of Stockholder or to a qualified institutional buyer or other institutional investor, or (h) if Stockholder is an individual, (i) to any member of Stockholder’s immediate family or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family or (ii) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar law, provided, however, that in the case of the foregoing clauses (g) or (h), any such Stockholder Transfer shall only be permitted if and to the Transfer extent that the transferee of such Shares or New Shares agrees to be bound by any such affiliate and subject to any the terms and provisions hereof to the same effect as the transferring Stockholder and pursuant to a joinder or other affiliate of such Stockholder, provided that any such affiliate shall have signed a counterpart of or joinder customary agreement reasonably acceptable to this AgreementInvestor Sellers. Stockholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof. For the purpose of this Agreement, “Transfer” means any sale, assignment, transfer, conveyance, gift, pledge, distribution, hypothecation or other encumbrance or any other disposition, whether voluntary, involuntary or by operation of law, whether effected directly or indirectly, or the entry into any contract or understanding with respect to any sale, assignment, transfer, conveyance, gift, pledge, distribution, hypothecation or other encumbrance or any other disposition, whether voluntary, involuntary or by operation of law, whether effected directly or indirectly, including, with respect to any capital stock or interests in capital stock, the entry into any swap or any contract, transaction or series of transactions that xxxxxx or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of such capital stock or interest in capital stock, whether any such swap, contract, transaction or series of transactions is to be settled by delivery of Purchaser Shares, in cash or otherwise.

Transfer and Encumbrance. Stockholder Shareholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New Shares (as defined in Section 2 hereof), or to discuss, negotiate, or make any offer or agreement relating thereto, other than to or with RentrakShares, in each case without the prior written consent of RentrakQumu; provided, that nothing contained herein shall prohibit (ia) the net settlement of StockholderShareholder’s options to purchase shares of comScore Synacor Common Stock (to pay the exercise price thereof and any tax withholding obligations), (iib) the net settlement of StockholderShareholder’s restricted stock units (including performance-based restricted stock units) settled in shares of comScore Synacor Common Stock (to pay any tax withholding obligations), (iiic) the exercise of StockholderShareholder’s options to purchase shares of comScore Synacor Common Stock, to the extent such options would expire prior to the Effective Time, (ivd) the exercise of StockholderShareholder’s options to purchase shares of comScore Synacor Common Stock or the receipt upon settlement of StockholderShareholder’s restricted stock units, and the sale of a sufficient number of such shares of comScore Synacor Common Stock acquired upon exercise of such options or settlement of such restricted stock units as would generate sales proceeds sufficient to pay the aggregate applicable exercise price of shares then exercised under such options and the taxes payable by Stockholder Shareholder as a result of such exercise or settlement, (ve) if the Stockholder is a party, as of the date hereof, to a such Shareholder from selling Shares under any written plan providing for the trading the of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”)) that is described on the signature page hereto or which is put in place after the date hereof in order to replace an expired or expiring 10b5-1 Plan (provided, such Stockholder from selling pursuant to that any such 10b5-1 Plan up to that number shall be implemented in accordance with the requirements of Shares Synacor’s ixxxxxx xxxxxxx policy and on substantially consistent terms as are permitted to be sold under such the expired or expiring 10b5-1 Plan, except as may be required to implement additional sales pursuant to the foregoing clause (d)), (f) any Transfer where such Shareholder retains sole direct and indirect voting control over such Shares or (vi) if such Stockholder is not an individual, the Transfer of Shares and New Shares through the term of this Agreement, (g) any Transfer to an Affiliate of Shareholder, or (h) if Shareholder is an individual, (i) to any member of Shareholder’s immediate family or to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family or (ii) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar law; provided, however, that in the case of the foregoing clauses (g) or (h)(i), any such Stockholder Transfer shall only be permitted if and to the Transfer extent that the transferee of such Shares or New Shares agrees to be bound by any such affiliate and subject to any other affiliate of such Stockholder, provided that any such affiliate shall have signed a counterpart of or joinder the terms and provisions hereof to this Agreementthe same effect as the transferring Shareholder. Stockholder Shareholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.

Transfer and Encumbrance. Stockholder Shareholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New Shares (as defined in Section 2 hereof), or to discuss, negotiate, or make any offer or agreement relating thereto, other than to or with RentrakShares, in each case without the prior written consent of RentrakSynacor; provided, that nothing contained herein shall prohibit (ia) the net settlement of StockholderShareholder’s options to purchase shares of comScore Qumu Common Stock (to pay the exercise price thereof and any tax withholding obligations), (iib) the net settlement of StockholderShareholder’s restricted stock units (including performance-based restricted stock units) settled in shares of comScore Qumu Common Stock (to pay any tax withholding obligations), (iiic) the exercise of StockholderShareholder’s options to purchase shares of comScore Qumu Common Stock, to the extent such options would expire prior to the Effective Time, (ivd) the exercise of StockholderShareholder’s options to purchase shares of comScore Qumu Common Stock or the receipt upon settlement of StockholderShareholder’s restricted stock units, and the sale of a sufficient number of such shares of comScore Qumu Common Stock acquired upon exercise of such options or settlement of such restricted stock units as would generate sales proceeds sufficient to pay the aggregate applicable exercise price of shares then exercised under such options and the taxes payable by Stockholder Shareholder as a result of such exercise or settlement, (ve) if the Stockholder is a party, as of the date hereof, to a such Shareholder from selling Shares under any written plan providing for the trading the of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”)) that is described on the signature page hereto or which is put in place after the date hereof in order to replace an expired or expiring 10b5-1 Plan (provided, such Stockholder from selling pursuant to that any such 10b5-1 Plan up to that number shall be implemented in accordance with the requirements of Shares Qumu’s ixxxxxx xxxxxxx policy and on substantially consistent terms as are permitted to be sold under such the expired or expiring 10b5-1 Plan, except as may be required to implement additional sales pursuant to the foregoing clause (d)), (f) any Transfer where such Shareholder retains sole direct and indirect voting control over such Shares or (vi) if such Stockholder is not an individual, the Transfer of Shares and New Shares through the term of this Agreement, (g) any Transfer to an Affiliate of Shareholder, or (h) if Shareholder is an individual, (i) to any member of Shareholder’s immediate family or to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family or (ii) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar law; provided, however, that in the case of the foregoing clauses (g) or (h)(i), any such Stockholder Transfer shall only be permitted if and to the Transfer extent that the transferee of such Shares or New Shares agrees to be bound by any such affiliate and subject to any other affiliate of such Stockholder, provided that any such affiliate shall have signed a counterpart of or joinder the terms and provisions hereof to this Agreementthe same effect as the transferring Shareholder. Stockholder Shareholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.

Transfer and Encumbrance. Stockholder Shareholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New Shares (as defined in Section 2 hereof), or to discuss, negotiate, or make any offer or agreement relating thereto, other than to or with RentrakcomScore, in each case without the prior written consent of RentrakcomScore; provided, that nothing contained herein shall prohibit (i) the net settlement of StockholderShareholder’s options to purchase shares of comScore Rentrak Common Stock (to pay the exercise price thereof and any tax withholding obligations), (ii) the net settlement of StockholderShareholder’s restricted stock units (including performance-based restricted stock units) settled in shares of comScore Rentrak Common Stock (to pay any tax withholding obligations), (iii) the exercise of StockholderShareholder’s options to purchase shares of comScore Rentrak Common Stock, to the extent such options would expire prior to the Effective Time, (iv) the exercise of StockholderShareholder’s options to purchase shares of comScore Rentrak Common Stock or the receipt upon settlement of StockholderShareholder’s restricted stock units, and the sale of a sufficient number of such shares of comScore Rentrak Common Stock acquired upon exercise of such options or settlement of such restricted stock units as would generate sales proceeds sufficient to pay the aggregate applicable exercise price of shares then exercised under such options and the taxes payable by Stockholder Shareholder as a result of such exercise or settlement, (v) if the Stockholder Shareholder is a party, as of the date hereof, to a written plan for trading the Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”), such Stockholder Shareholder from selling pursuant to such 10b5-1 Plan up to that number of Shares as are permitted to be sold under such 10b5-1 Plan, or (vi) if such Stockholder is not an individual, the Transfer of Shares and New Shares to an Affiliate of such Stockholder Shareholder and the Transfer of Shares or New Shares by any such affiliate to any other affiliate of such StockholderShareholder, provided that any such affiliate shall have signed a counterpart of or joinder to this Agreement. Stockholder Shareholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.

Transfer and Encumbrance. Stockholder Shareholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New Shares (as defined in Section 2 hereof), or to discuss, negotiate, or make any offer or agreement relating thereto, other than to or with RentrakShares, in each case without the prior written consent of RentrakQumu; provided, that nothing contained herein shall prohibit (ia) the net settlement of StockholderShareholder’s options to purchase shares of comScore Synacor Common Stock (to pay the exercise price thereof and any tax withholding obligations), (iib) the net settlement of StockholderShareholder’s restricted stock units (including performance-based restricted stock units) settled in shares of comScore Synacor Common Stock (to pay any tax withholding obligations), (iiic) the exercise of StockholderShareholder’s options to purchase shares of comScore Synacor Common Stock, to the extent such options would expire prior to the Effective Time, (ivd) the exercise of StockholderShareholder’s options to purchase shares of comScore Synacor Common Stock or the receipt upon settlement of StockholderShareholder’s restricted stock units, and the sale of a sufficient number of such shares of comScore Synacor Common Stock acquired upon exercise of such options or settlement of such restricted stock units as would generate sales proceeds sufficient to pay the aggregate applicable exercise price of shares then exercised under such options and the taxes payable by Stockholder Shareholder as a result of such exercise or settlement, (ve) if the Stockholder is a party, as of the date hereof, to a such Shareholder from selling Shares under any written plan providing for the trading the of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”)) that is described on the signature page hereto or which is put in place after the date hereof in order to replace an expired or expiring 10b5-1 Plan (provided, such Stockholder from selling pursuant to that any such 10b5-1 Plan up to that number shall be implemented in accordance with the requirements of Shares Synacor’s xxxxxxx xxxxxxx policy and on substantially consistent terms as are permitted to be sold under such the expired or expiring 10b5-1 Plan, except as may be required to implement additional sales pursuant to the foregoing clause (d)), (f) any Transfer where such Shareholder retains sole direct and indirect voting control over such Shares or (vi) if such Stockholder is not an individual, the Transfer of Shares and New Shares through the term of this Agreement, (g) any Transfer to an Affiliate of Shareholder, or (h) if Shareholder is an individual, (i) to any member of Shareholder’s immediate family or to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family or (ii) to any person or entity if and to the extent required by any non- consensual legal order, by divorce decree or by will, intestacy or other similar law; provided, however, that in the case of the foregoing clauses (g) or (h)(i), any such Stockholder Transfer shall only be permitted if and to the Transfer extent that the transferee of such Shares or New Shares agrees to be bound by any such affiliate and subject to any other affiliate of such Stockholder, provided that any such affiliate shall have signed a counterpart of or joinder the terms and provisions hereof to this Agreementthe same effect as the transferring Shareholder. Stockholder Shareholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.