Common use of Transfer and Voting Restrictions With Respect to the Shares Clause in Contracts

Transfer and Voting Restrictions With Respect to the Shares. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date, Noteholder shall not, except in connection with the Merger or as the result of the death of Noteholder, Transfer any of the Shares, or discuss, negotiate, make an offer or enter into an agreement, commitment or other arrangement with respect thereto, unless the person to which such Shares are being Transferred shall have executed and delivered a counterpart of this Agreement and agreed pursuant thereto, for the benefit of Public Company and Transitory Subsidiary, to hold such Shares subject to all terms and conditions of this Agreement. (b) Noteholder understands and agrees that if Noteholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Merger Partner shall not, and Noteholder hereby unconditionally and irrevocably instructs Merger Partner to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares or (iii) record such vote, in each case, unless and until Noteholder shall have complied with the terms of this Agreement. (c) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, Noteholder will not commit any act that could restrict or affect Noteholder’s legal power, authority and right to vote all of the Shares then owned of record or beneficially by Noteholder or otherwise prevent or disable Noteholder from performing any of his, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Noteholder will not enter into any voting agreement with any person or entity with respect to any of the Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting Noteholder’s legal power, authority or right to vote the Shares in favor of the approval of the Proposed Transaction.

Transfer and Voting Restrictions With Respect to the Shares. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date, Noteholder Stockholder shall not, except in connection with the Merger or as the result of the death of NoteholderStockholder or as otherwise permitted by this Agreement, Transfer any of the Shares, or discuss, negotiate, make an offer or enter into an agreement, commitment or other arrangement with respect thereto, unless the person to which such Shares are being Transferred shall have executed and delivered a counterpart of this Agreement and agreed pursuant thereto, for the benefit of Public Company and Transitory SubsidiaryMerger Partner, to hold such Shares subject to all terms and conditions of this Agreement. (b) Noteholder Stockholder understands and agrees that if Noteholder Stockholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Merger Partner Public Company shall not, and Noteholder Stockholder hereby unconditionally and irrevocably instructs Merger Partner Public Company to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares or (iii) record such vote, in each case, unless and until Noteholder Stockholder shall have complied with the terms of this Agreement. (c) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, Noteholder Stockholder will not commit any act that could restrict or affect Noteholder’s Stockholder's legal power, authority and right to vote all of the Shares then owned of record or beneficially by Noteholder Stockholder or otherwise prevent or disable Noteholder Stockholder from performing any of his, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Noteholder Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting Noteholder’s Stockholder's legal power, authority or right to vote the Shares in favor of the approval of the Proposed Transaction.

Transfer and Voting Restrictions With Respect to the Shares. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date, Noteholder Stockholder shall not, except in connection with the Merger or as the result of the death of NoteholderStockholder, Transfer any of the Shares, or discuss, negotiate, make an offer or enter into an agreement, commitment or other arrangement with respect thereto, unless the person to which such Shares are being Transferred shall have executed and delivered a counterpart of this Agreement and agreed pursuant thereto, for the benefit of Public Company and Transitory Subsidiary, to hold such Shares subject to all terms and conditions of this Agreement. (b) Noteholder Stockholder understands and agrees that if Noteholder Stockholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Merger Partner shall not, and Noteholder Stockholder hereby unconditionally and irrevocably instructs Merger Partner to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares or (iii) record such vote, in each case, unless and until Noteholder Stockholder shall have complied with the terms of this Agreement. (c) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, Noteholder Stockholder will not commit any act that could restrict or affect NoteholderStockholder’s legal power, authority and right to vote all of the Shares then owned of record or beneficially by Noteholder Stockholder or otherwise prevent or disable Noteholder Stockholder from performing any of his, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Noteholder Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting NoteholderStockholder’s legal power, authority or right to vote the Shares in favor of the approval of the Proposed Transaction.

Transfer and Voting Restrictions With Respect to the Shares. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date, Noteholder shall notno Stockholder shall, except in connection with the Merger or as the result of the death of NoteholderStockholder, Transfer any of the Shares, or discuss, negotiate, make an offer or enter into an agreement, commitment or other arrangement with respect thereto, unless the person to which such Shares are being Transferred shall have executed and delivered a counterpart of this Agreement and agreed pursuant thereto, for the benefit of Public Company and Transitory SubsidiaryMerger Partner, to hold such Shares subject to all terms and conditions of this Agreement. (b) Noteholder Each Stockholder understands and agrees that if Noteholder Stockholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Merger Partner Public Company shall not, and Noteholder Stockholder hereby unconditionally and irrevocably instructs Merger Partner Public Company to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares or (iii) record such vote, in each case, unless and until Noteholder Stockholder shall have complied with the terms of this Agreement. (c) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, Noteholder no Stockholder will not commit any act that could restrict or affect NoteholderStockholder’s legal power, authority and right to vote all of the Shares then owned of record or beneficially by Noteholder Stockholder or otherwise prevent or disable Noteholder Stockholder from performing any of his, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Noteholder no Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting NoteholderStockholder’s legal power, authority or right to vote the Shares in favor of the approval of the Proposed Transaction.

Transfer and Voting Restrictions With Respect to the Shares. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date, Noteholder Stockholder shall not, except in connection with the Merger or as the result of the death of NoteholderStockholder or as otherwise permitted by this Agreement, Transfer any of the Shares, or discuss, negotiate, make an offer or enter into an agreement, commitment or other arrangement with respect thereto, unless the person to which such Shares are being Transferred shall have executed and delivered a counterpart of this Agreement and agreed pursuant thereto, for the benefit of Public Company and Transitory SubsidiaryCompany, to hold such Shares subject to all terms and conditions of this Agreement. (b) Noteholder Stockholder understands and agrees that if Noteholder Stockholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Merger Partner Public Company shall not, and Noteholder Stockholder hereby unconditionally and irrevocably instructs Merger Partner Public Company to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares or (iii) record such vote, in each case, unless and until Noteholder Stockholder shall have complied with the terms of this Agreement. (c) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, Noteholder Stockholder will not commit any act that could restrict or affect Noteholder’s Stockholder's legal power, authority and right to vote all of the Shares then owned of record or beneficially by Noteholder Stockholder or otherwise prevent or disable Noteholder Stockholder from performing any of his, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Noteholder Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting Noteholder’s Stockholder's legal power, authority or right to vote the Shares in favor of the approval of the Proposed Transaction.

Transfer and Voting Restrictions With Respect to the Shares. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date, Noteholder Stockholder shall not, except in connection with the Merger or as the result of the death of NoteholderStockholder or as otherwise permitted by this Agreement, Transfer any of the Shares, or discuss, negotiate, make an offer or enter into an agreement, commitment or other arrangement with respect thereto, unless the person to which such Shares are being Transferred shall have executed and delivered a counterpart of this Agreement and agreed pursuant thereto, for the benefit of Public Company and Transitory SubsidiaryMerger Partner, to hold such Shares subject to all terms and conditions of this Agreement. (b) Noteholder Stockholder understands and agrees that if Noteholder Stockholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Merger Partner Public Company shall not, and Noteholder Stockholder hereby unconditionally and irrevocably instructs Merger Partner Public Company to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares or (iii) record such vote, in each case, unless and until Noteholder Stockholder shall have complied with the terms of this Agreement. (c) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, Noteholder Stockholder will not commit any act that could restrict or affect NoteholderStockholder’s legal power, authority and right to vote all of the Shares then owned of record or beneficially by Noteholder Stockholder or otherwise prevent or disable Noteholder Stockholder from performing any of his, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Noteholder Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting NoteholderStockholder’s legal power, authority or right to vote the Shares in favor of the approval of the Proposed Transaction.

Transfer and Voting Restrictions With Respect to the Shares. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date, Noteholder Stockholder shall not, except in connection with the Merger or as the result of the death of NoteholderStockholder or as otherwise permitted by this Agreement, Transfer any of the Shares, or discuss, negotiate, make an offer or enter into an agreement, commitment or other arrangement with respect thereto, unless the person to which such Shares are being Transferred shall have executed and delivered a counterpart of this Agreement and agreed pursuant thereto, for the benefit of Public Company and Transitory Subsidiary, to hold such Shares subject to all terms and conditions of this Agreement. (b) Noteholder Stockholder understands and agrees that if Noteholder Stockholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Merger Partner shall not, and Noteholder Stockholder hereby unconditionally and irrevocably instructs Merger Partner to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares or (iii) record such vote, in each case, unless and until Noteholder Stockholder shall have complied with the terms of this Agreement. (c) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, Noteholder Stockholder will not commit any act that could restrict or affect NoteholderStockholder’s legal power, authority and right to vote all of the Shares then owned of record or beneficially by Noteholder Stockholder or otherwise prevent or disable Noteholder Stockholder from performing any of his, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Noteholder Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting NoteholderStockholder’s legal power, authority or right to vote the Shares in favor of the approval of the Proposed Transaction.

Transfer and Voting Restrictions With Respect to the Shares. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date, Noteholder each Stockholder shall not, except in connection with the Merger or as the result of the death of Noteholdersuch Stockholder or as otherwise permitted by this Agreement, Transfer any of the Shares, or discuss, negotiate, make an offer or enter into an agreement, commitment or other arrangement with respect thereto, Shares unless the person to which such Shares are being Transferred shall have executed and delivered a counterpart of this Agreement and agreed pursuant thereto, for the benefit of Public Company and Transitory SubsidiaryPurchaser, to hold such Shares subject to all terms and conditions of this Agreement. (b) Noteholder Each Stockholder understands and agrees that if Noteholder if, while this Agreement is in effect, such Stockholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Merger Partner the Company shall not, and Noteholder the Stockholder hereby unconditionally and irrevocably instructs Merger Partner the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares or (iii) record such vote, in each case, unless and until Noteholder such Stockholder shall have complied with the terms of this Agreement. (c) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, Noteholder while this Agreement is in effect, each Stockholder will not commit any act that could restrict or affect Noteholdersuch Stockholder’s legal power, authority and right to vote all of the Shares then owned of record or beneficially by Noteholder such Stockholder or otherwise prevent or disable Noteholder such Stockholder from performing any of his, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Noteholder each Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting Noteholdersuch Stockholder’s legal power, authority or right to vote the Shares in favor of the approval of the Proposed TransactionCompany Stock Sale or the Charter Amendment.

Transfer and Voting Restrictions With Respect to the Shares. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date, Noteholder shall not, except in connection with the Merger or as the result of the death of Noteholder, Each Stockholder will not Transfer any of the Shares, or discuss, negotiate, make an offer or enter into an agreement, commitment or other arrangement with respect thereto, unless Shares from the person to which such Shares are being Transferred shall have executed date hereof until the date the Registration Statement has been declared effective by the United States Securities and delivered a counterpart Exchange Commission (the “SEC”). The restrictions in the first sentence of this Agreement and agreed pursuant theretoSection 2(a) shall not apply to (i) Transfers made (1) to an Affiliate of such Stockholder, (2) to such Stockholder’s spouse, lineal descendants, father, mother, brother or sister or any trust for the benefit of Public Company any such family member (collectively, “Immediate Family Members”) or (3) to a trust or otherwise for bona fide estate planning purposes if the beneficiaries of such trust consist solely of such Stockholder and/or his or her Immediate Family Members so long as in the case of each of (1), (2) and Transitory Subsidiary(3), the transferee agrees to hold be bound by the restrictions of this Section 2(a) and (ii) Shares or other securities owned by the spouse of such Shares Stockholder or any other Immediate Family Member other than any securities subject to all terms and conditions of this AgreementSection 2(a) that are acquired by a transferee pursuant to the exception in clause (i) above. (b) Noteholder Each Stockholder understands and agrees that if Noteholder Stockholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Merger Partner TranS1 shall not, and Noteholder Stockholder hereby unconditionally and irrevocably instructs Merger Partner TranS1 to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares or (iii) record such vote, in each case, unless and until Noteholder Stockholder shall have complied with the terms of this Agreement. (c) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, Noteholder no Stockholder will not commit any act that could restrict or affect NoteholderStockholder’s legal power, authority and right to vote all of the Shares then owned of record or beneficially by Noteholder Stockholder or otherwise prevent or disable Noteholder Stockholder from performing any of his, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Noteholder no Stockholder will not enter into any voting agreement with any person or entity with respect to any of the Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting NoteholderStockholder’s legal power, authority or right to vote the Shares in favor of the approval of the Proposed TransactionIssuances.