Common use of Transfer and Voting Restrictions Clause in Contracts

Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined in Section 7), Shareholder shall not, except in connection with the Merger or as consented to in writing by Parent, Transfer or suffer a Transfer of any of the Shares. Notwithstanding anything to the contrary in this Agreement, this Section 2(a) shall not prohibit a Transfer of the Shares by Shareholder (i) to any Person who is a family member of Shareholder (as the term “family member” is defined by Form S-8 promulgated under the Securities Act (or any successor or comparable form)), (ii) any trust, the beneficiaries of which include only the Persons named in clause (i), (iii) any partnership or limited liability company, all partners or members of which include only the Persons named in clause (i) and any trust named in clause (ii), (iv) upon the death of Shareholder, (v) pursuant to any written trading plan in effect on the date of this Agreement intended to satisfy the requirements of Rule 10b5-1 under the Exchange Act, (vi) to an Affiliate of Shareholder, (vii) that results from the withholding by the Company, or sale by Shareholder, to the extent necessary to cover Taxes incurred upon (1) the exercise and settlement of any Company SAR or Company Stock Option of Shareholder, or (2) the vesting of any Company RSU or Company PRSU of Shareholder prior to the Expiration Date, or (viii) to any person or entity if and to the extent required by any legal order, by divorce decree or similar Law; provided, that a Transfer referred to in clauses (i), (ii), (iii), (iv) and (vi) of this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing to be bound by all of the terms of this Agreement. (b) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date, except for this Agreement and as otherwise permitted by this Agreement, Shareholder shall not enter into any voting agreement with any Person with respect to any of the Shares, grant any Person 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 limiting or affecting Shareholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3).

Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as such term is defined in Section 7)8), Shareholder each Stockholder shall not, except in connection with the Merger or as consented to in writing by ParentMerger, Transfer or suffer a Transfer of any of the his Shares. Notwithstanding anything to the contrary in this Agreement, this Section 2(a) shall not prohibit a Transfer of the Shares by Shareholder a Stockholder (i) to any Person who is a family member of Shareholder such Stockholder (as the term “family member” is defined by Form S-8 promulgated under the Securities Act (or any successor or comparable form)), (ii) any trust, the beneficiaries of which include only the Persons named in clause (i), (iii) any partnership or limited liability company, all partners or members of which include only the Persons named in clause (i) and any trust named in clause (ii), (iv) upon the death of Shareholdersuch Stockholder, (v) pursuant to any written trading plan in effect on the date of this Agreement intended to satisfy the requirements of Rule 10b5-1 under the Exchange Act, (vi) to an Affiliate of Shareholder, (viiiii) that results from the withholding by the Company, or sale by Shareholdersuch Stockholder, to the extent necessary to cover Taxes incurred upon (1) the exercise and settlement of any Company SAR or Company Stock Option of Shareholder, or (2) the vesting of any Company RSU or Company PRSU Stock Unit of Shareholder such Stockholder prior to the Expiration Date, or (viiiiv) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or of similar Lawlaw; provided, that a Transfer referred of any Shares by a Stockholder pursuant to in clauses (i), ) or (ii), (iii), (iv) and (vi) of this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing to be bound by all of the terms obligations of such Stockholder under this AgreementAgreement with respect to such Shares. (b) At all times during the period commencing with the execution and delivery of Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, neither Stockholder will knowingly or intentionally commit any act that would reasonably be expected to restrict or affect such Stockholder’s legal power, authority and expiring on right to vote any of his Shares. Without limiting the Expiration Dategenerality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Shareholder neither Stockholder shall not enter into any voting agreement with any Person with respect to any of the his Shares, grant any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the his Shares, deposit any of the his Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person limiting or affecting Shareholdersuch Stockholder’s legal power, authority or right to vote any of the his Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3). (c) In furtherance of this Agreement, and concurrently herewith, each Stockholder shall and hereby does authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of his Shares during the time this Agreement is in effect. At the request of Parent, each Stockholder shall cause to be provided to Parent evidence of such stop transfer order.

Transfer and Voting Restrictions. The Stockholder covenants to the Company as follows: (a) At all times Except as otherwise permitted by Section 2(c), during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined in Section 7below), Shareholder the Stockholder shall not, except in connection with the Merger or as consented to in writing by Parent, not Transfer or suffer a Transfer of any of the Stockholder’s Shares. Notwithstanding anything to the contrary in this Agreement, this Section 2(a) shall not prohibit a Transfer of the Shares by Shareholder (i) to any Person who is a family member of Shareholder (as the term “family member” is defined by Form S-8 promulgated under the Securities Act (or any successor or comparable form)), (ii) any trust, the beneficiaries of which include only the Persons named in clause (i), (iii) any partnership or limited liability company, all partners or members of which include only the Persons named in clause (i) and any trust named in clause (ii), (iv) upon the death of Shareholder, (v) pursuant to any written trading plan in effect on the date of this Agreement intended to satisfy the requirements of Rule 10b5-1 under the Exchange Act, (vi) to an Affiliate of Shareholder, (vii) that results from the withholding by the Company, or sale by Shareholder, publicly announce its intention to the extent necessary to cover Taxes incurred upon (1) the exercise and settlement Transfer any of any Company SAR or Company Stock Option of Shareholder, or (2) the vesting of any Company RSU or Company PRSU of Shareholder prior to the Expiration Date, or (viii) to any person or entity if and to the extent required by any legal order, by divorce decree or similar Law; provided, that a Transfer referred to in clauses (i), (ii), (iii), (iv) and (vi) of this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing to be bound by all of the terms of this Agreementits Shares. (b) At all times during the period commencing with the execution and delivery of Except as otherwise permitted by this Agreement or otherwise permitted or required or by order of a court of competent jurisdiction or a Governmental Authority, the Stockholder will not commit any act that would restrict the Stockholder’s legal power, authority and expiring on right to vote all of the Expiration DateShares held by the Stockholder or otherwise prevent or disable the 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, Shareholder the Stockholder shall not enter into any voting agreement with any Person person or entity with respect to any of the Stockholder’s Shares, grant any Person 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 person or entity limiting or affecting Shareholderthe Stockholder’s legal power, authority or right to vote any of the Stockholder’s Shares in favor of the approval Gem Stockholder Matters. (c) Notwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Stockholder or the investment adviser of general partner of the Proposed Transaction Stockholder, or an entity under common control or management with the Stockholders (as in each case, directly or indirectly) (iii) to any member of the Stockholder’s immediate family (or, if the Stockholder is a corporation, partnership or other entity, to an immediate family member of a beneficial owner of the Shares held by the Stockholder), (iv) to any trust or other entity for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder (or, if the Stockholder is a corporation, partnership or other entity, for the direct or indirect benefit of an immediate family member of a beneficial owner of the Shares held by the Stockholder) or otherwise for estate tax or estate planning purposes, (v) in the case of a Stockholder who is not a natural person, by pro rata distributions from the Stockholder to its members, partners, or shareholders pursuant to the Stockholder’s organizational documents; provided, that in the cases of clauses (i)-(v) (x) such term is defined in Section 3)Transferred Shares shall continue to be bound by this Agreement and (y) the applicable direct transferee (if any) of such Transferred Shares shall have executed and delivered to Gem and the Company a support agreement substantially identical to this Agreement upon consummation of the Transfer or (vi) to the extent required by applicable Law.

Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined in Section 7)Date, Shareholder Stockholder shall not, except in connection with the Merger or as consented to in writing by ParentMerger, Transfer or suffer a Transfer of any of the Shares, or enter into an agreement, commitment or other arrangement with respect thereto. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, this Section 2(a) shall not prohibit a Stockholder may Transfer any or all of the Shares by Shareholder (i) by will, or by operation of law, in which case this Agreement shall bind the transferee, or (ii) in connection with estate and charitable planning purposes, including Transfers to any Person who is a family member of Shareholder (relatives, trusts and charitable organizations, so long as the term “family member” is defined by Form S-8 promulgated under transferee, prior to such Transfer executes a counterpart of this Agreement (with such modifications as Parent may reasonably request solely to reflect such transfer). (b) Stockholder understands and agrees that if Stockholder attempts to Transfer, vote or provide any other person with the Securities Act authority to vote any of the Shares other than in compliance with this Agreement, the Company shall not, and Stockholder hereby unconditionally and irrevocably instructs the Company to not, (or i) permit any successor or comparable form))such Transfer on its books and records, (ii) issue a new certificate representing any trust, of the beneficiaries of which include only the Persons named in clause (i), Shares or (iii) any partnership record such vote, in each case, unless and until Stockholder shall have complied with the terms of this Agreement. Each stock certificate evidencing Shares that is issued in the name of Stockholder on or limited liability company, all partners or members of which include only the Persons named in clause (i) and any trust named in clause (ii), (iv) upon the death of Shareholder, (v) pursuant to any written trading plan in effect on after the date of this Agreement intended shall bear a legend indicating that such Shares are subject to satisfy the requirements terms of Rule 10b5-1 under this Agreement and any transferee of the Exchange Act, (vi) to an Affiliate of Shareholder, (vii) that results from the withholding Shares evidenced by the Company, or sale by Shareholder, stock certificate takes the Shares subject to the extent necessary to cover Taxes incurred upon (1) the exercise and settlement of any Company SAR or Company Stock Option of Shareholder, or (2) the vesting of any Company RSU or Company PRSU of Shareholder prior to the Expiration Date, or (viii) to any person or entity if and to the extent required by any legal order, by divorce decree or similar Law; provided, that a Transfer referred to in clauses (i), (ii), (iii), (iv) and (vi) of this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing to be bound by all of the terms of this Agreement. (bc) At all times during the period commencing with the execution and delivery of Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, Stockholder will not commit any act that could restrict or affect Stockholder’s legal power, authority and expiring on right to vote all of the Expiration DateShares then owned of record or beneficially by Stockholder over which Stockholder has sole voting power or otherwise prevent or disable Stockholder from performing any of Stockholder’s obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Shareholder shall Stockholder will not enter into any voting agreement with any Person person or entity with respect to any of the SharesShares over which Stockholder has sole voting power, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the SharesShares over which Stockholder has sole voting power, deposit any of the Shares over which Stockholder has sole voting power in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting ShareholderStockholder’s legal power, authority or right to vote any of the Shares over which Stockholder has sole voting power in favor of the approval of the Proposed Transaction (as such term is defined in Section 3)Transaction.

Transfer and Voting Restrictions. The Stockholder covenants to Merger Partner as follows: (a) At all times Except as otherwise permitted by Section 2(c), during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined in Section 7below), Shareholder the Stockholder shall not, except in connection with the Merger or as consented to in writing by Parent, not Transfer or suffer a Transfer of any of the Stockholder’s Shares. Notwithstanding anything to the contrary in this Agreement, this Section 2(a) shall not prohibit a Transfer of the Shares by Shareholder (i) to any Person who is a family member of Shareholder (as the term “family member” is defined by Form S-8 promulgated under the Securities Act (or any successor or comparable form)), (ii) any trust, the beneficiaries of which include only the Persons named in clause (i), (iii) any partnership or limited liability company, all partners or members of which include only the Persons named in clause (i) and any trust named in clause (ii), (iv) upon the death of Shareholder, (v) pursuant to any written trading plan in effect on the date of this Agreement intended to satisfy the requirements of Rule 10b5-1 under the Exchange Act, (vi) to an Affiliate of Shareholder, (vii) that results from the withholding by the Company, or sale by Shareholder, publicly announce its intention to the extent necessary to cover Taxes incurred upon (1) the exercise and settlement Transfer any of any Company SAR or Company Stock Option of Shareholder, or (2) the vesting of any Company RSU or Company PRSU of Shareholder prior to the Expiration Date, or (viii) to any person or entity if and to the extent required by any legal order, by divorce decree or similar Law; provided, that a Transfer referred to in clauses (i), (ii), (iii), (iv) and (vi) of this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing to be bound by all of the terms of this Agreementits Shares. (b) At all times during the period commencing with the execution and delivery of Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, the Stockholder will not commit any act that would restrict the Stockholder’s legal power, authority and expiring on right to vote all of the Expiration DateShares held by the Stockholder or otherwise prevent or disable the 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, Shareholder the Stockholder shall not enter into any voting agreement with any Person person or entity with respect to any of the Stockholder’s Shares, grant any Person 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 person or entity limiting or affecting Shareholderthe Stockholder’s legal power, authority or right to vote any of the Stockholder’s Shares in favor of the approval Required Public Company Voting Proposal and the Other Public Company Voting Proposals. (c) Notwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) with the prior consent of Merger Partner (not to be unreasonably withheld, conditioned, or delayed), (ii) by will or other testamentary document or by intestacy, (iii) to any Affiliate of Stockholder or investment fund or other entity controlled or managed by the Stockholder or a controlling Affiliate of Stockholder, (iv) to any member of the Proposed Transaction Stockholder’s immediate family, (as v) by operation of law, or (vi) to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder or otherwise for tax or estate planning purposes; provided, that (x) such term is defined in Section 3)Transferred Shares shall continue to be bound by this Agreement and (y) the applicable transferee shall have executed and delivered to Public Company and Merger Partner a support agreement substantially similar to this Agreement upon consummation of such Transfer.

Transfer and Voting Restrictions. The Stockholder covenants to Public Company as follows: (a) At all times Except as otherwise permitted by Section 2(c), during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined in Section 7below), Shareholder the Stockholder shall not, except in connection with the Merger or as consented to in writing by Parent, not Transfer or suffer a Transfer of any of the Stockholder’s Shares. Notwithstanding anything to the contrary in this Agreement, this Section 2(a) shall not prohibit a Transfer of the Shares by Shareholder (i) to any Person who is a family member of Shareholder (as the term “family member” is defined by Form S-8 promulgated under the Securities Act (or any successor or comparable form)), (ii) any trust, the beneficiaries of which include only the Persons named in clause (i), (iii) any partnership or limited liability company, all partners or members of which include only the Persons named in clause (i) and any trust named in clause (ii), (iv) upon the death of Shareholder, (v) pursuant to any written trading plan in effect on the date of this Agreement intended to satisfy the requirements of Rule 10b5-1 under the Exchange Act, (vi) to an Affiliate of Shareholder, (vii) that results from the withholding by the Company, or sale by Shareholder, publicly announce its intention to the extent necessary to cover Taxes incurred upon (1) the exercise and settlement Transfer any of any Company SAR or Company Stock Option of Shareholder, or (2) the vesting of any Company RSU or Company PRSU of Shareholder prior to the Expiration Date, or (viii) to any person or entity if and to the extent required by any legal order, by divorce decree or similar Law; provided, that a Transfer referred to in clauses (i), (ii), (iii), (iv) and (vi) of this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing to be bound by all of the terms of this Agreementits Shares. (b) At all times during the period commencing with the execution and delivery of Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, the Stockholder will not commit any act that would restrict the Stockholder’s legal power, authority and expiring on right to vote all of the Expiration DateShares held by the Stockholder or otherwise prevent or disable the 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 contemplated by or related to the Enliven Therapeutics, Inc. Second Amended and Restated Voting Agreement, dated December 14, 2020 (the “Voting Agreement”, and together with Enliven Therapeutics, Inc. Second Amended and Restated Investors’ Rights Agreement, dated December 14, 2020, and Enliven Therapeutics, Inc. Second Amended and Restated Right of First Refusal and Co-Sale Agreement, dated December 14, 2020, the “Shareholder Agreements”) and as otherwise permitted by this Agreement, Shareholder the Stockholder shall not enter into any voting agreement with any Person person or entity with respect to any of the Stockholder’s Shares, grant any Person 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 person or entity limiting or affecting Shareholderthe Stockholder’s legal power, authority or right to vote any of the Stockholder’s Shares in favor of the approval Merger Partner Voting Proposal. (c) Notwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) with the prior consent of Public Company (not to be unreasonably withheld, conditioned, or delayed), (ii) by will or other testamentary document or by intestacy, (iii) to any Affiliate of Stockholder or any investment fund or other entity controlled or managed by the Stockholder or a controlling Affiliate of Stockholder, (iv) to any member of the Proposed Transaction Stockholder’s immediate family, (as v) by operation of law, or (vi) to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder or otherwise for tax or estate planning purposes; provided, that (x) such term is defined in Section 3)Transferred Shares shall continue to be bound by this Agreement and (y) the applicable transferee shall have executed and delivered to Public Company and Merger Partner a support agreement substantially similar to this Agreement upon consummation of such Transfer.

Transfer and Voting Restrictions. The Stockholder covenants to Merger Partner and Public Company as follows: (a) At all times Except as otherwise permitted by Section 2(c), during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined in Section 7below), Shareholder the Stockholder shall not, except in connection with the Merger or as consented to in writing by Parent, not Transfer or suffer a Transfer of any of the Stockholder’s Shares. Notwithstanding anything to the contrary in this Agreement, this Section 2(a) shall not prohibit a Transfer of the Shares by Shareholder (i) to any Person who is a family member of Shareholder (as the term “family member” is defined by Form S-8 promulgated under the Securities Act (or any successor or comparable form)), (ii) any trust, the beneficiaries of which include only the Persons named in clause (i), (iii) any partnership or limited liability company, all partners or members of which include only the Persons named in clause (i) and any trust named in clause (ii), (iv) upon the death of Shareholder, (v) pursuant to any written trading plan in effect on the date of this Agreement intended to satisfy the requirements of Rule 10b5-1 under the Exchange Act, (vi) to an Affiliate of Shareholder, (vii) that results from the withholding by the Company, or sale by Shareholder, publicly announce its intention to the extent necessary to cover Taxes incurred upon (1) the exercise and settlement Transfer any of any Company SAR or Company Stock Option of Shareholder, or (2) the vesting of any Company RSU or Company PRSU of Shareholder prior to the Expiration Date, or (viii) to any person or entity if and to the extent required by any legal order, by divorce decree or similar Law; provided, that a Transfer referred to in clauses (i), (ii), (iii), (iv) and (vi) of this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing to be bound by all of the terms of this Agreementits Shares. (b) At all times during the period commencing with the execution and delivery of Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction or a Governmental Entity, the Stockholder will not commit any act that would restrict the Stockholder’s legal power, authority and expiring on right to vote all of the Expiration DateShares held by the Stockholder or otherwise prevent or disable the 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 contemplated by or related to the Palvella Therapeutics, Inc. Third Amended and Restated Voting Agreement, dated December 16, 2022 (the “Voting Agreement”, and together with Palvella Therapeutics, Inc. Third Amended and Restated Investors’ Rights Agreement, dated December 16, 2022, and Palvella Therapeutics, Inc. Third Amended and Restated Right of First Refusal and Co-Sale Agreement, dated December 16, 2022, the “Shareholder Agreements”) and as otherwise permitted by this Agreement, Shareholder the Stockholder shall not enter into any voting agreement with any Person person or entity with respect to any of the Stockholder’s Shares, grant any Person 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 person or entity limiting or affecting Shareholderthe Stockholder’s legal power, authority or right to vote any of the Stockholder’s Shares in favor of the approval Merger Partner Voting Proposal. (c) Notwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer the Stockholder’s Shares (i) by will or other testamentary document or by intestacy, (ii) to any Affiliate of Stockholder or any investment fund or other entity controlled or managed by the Stockholder or a controlling Affiliate of Stockholder, (iii) to any member of the Proposed Transaction Stockholder’s immediate family, (as iv) in the case of a Stockholder who is not a natural person, by pro rata distributions from the Stockholder to its members, partners, or shareholders pursuant to the Stockholder’s organizational documents, (v) to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder or otherwise for tax or estate planning purposes, or (vi) by operation of law; provided, that (x) such term is defined in Section 3)Transferred Shares shall continue to be bound by this Agreement and (y) the applicable transferee shall have executed and delivered to Public Company and Xxxxxx Partner a support agreement substantially similar to this Agreement upon consummation of such Transfer.

Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined in Section 79 hereof), Shareholder Stockholder shall not, except in connection with the Merger or as consented to in writing by ParentMerger, Transfer or suffer a Transfer of any of the Shares. Notwithstanding anything to , provided that the contrary in this Agreement, this Section 2(aStockholder may at any time Transfer Shares (A) shall not prohibit a Transfer of the Shares by Shareholder (i) in the form of a gift to any Person who is a family member of Shareholder (as the term “family member” is defined by Form S-8 promulgated under the Securities Act (or any successor or comparable form))charitable organization for philanthropic purposes, (ii) to any parent, spouse or descendant of Stockholder or, where Stockholder is the trustee of a trust, any parent, spouse or descendant of any grantor of the beneficiaries trust or any beneficiary of which include only the Persons named in clause (i)trust, (iii) to any partnership estate, trust, guardianship, custodianship or limited liability company, all partners other fiduciary arrangement for the primary benefit of any one or members more of which include only the Persons individuals named or described in clause (i) and any trust named in clause (ii)) above and charitable organizations, (iv) to any corporation, partnership, limited liability company or other business organization controlled by and substantially all of the interests in which are owned, directly or indirectly, by any one or more individuals or entities named or described in (ii) and (iii) above, and (v) as required under the terms of a governing trust instrument, including but not limited to, upon the death of ShareholderStockholder, (v) pursuant the grantor of the trust, or another named individual, so long as, in each such case, the recipient of such Shares executes and delivers a joinder to any written trading plan in effect on the date of this Agreement intended to satisfy the requirements of Rule 10b5-1 under the Exchange Act, (vi) to an Affiliate of Shareholder, (vii) that results from the withholding by the Company, or sale by Shareholder, to the extent necessary to cover Taxes incurred upon (1) the exercise and settlement of any Company SAR or Company Stock Option of Shareholder, or (2) the vesting of any Company RSU or Company PRSU of Shareholder prior to the Expiration Date, or (viii) to any person or entity if and to the extent required by any legal order, by divorce decree or similar Law; provided, that a Transfer referred to in clauses (i), (ii), (iii), (iv) and (vi) of this sentence shall be permitted only if, as a precondition to whereby such Transfer, the transferee agrees in writing to be recipient becomes bound by all of the terms of this AgreementAgreement or (B) to the Company in such amounts as are necessary or for the withholding of Taxes with respect to the exercise of any Company Stock Options or settlement or vesting of any other equity-based awards that have been granted under Company Stock Plans. (b) At all times during the period commencing with the execution and delivery of Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, Stockholder will not commit any act that could restrict or affect Stockholder’s legal power, authority, and expiring on right to vote all of the Expiration DateShares then owned of record or beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of his obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Shareholder Stockholder shall not not, prior to the Expiration Date, enter into any voting agreement with any Person person or entity with respect to any of the Shares, grant any Person 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 trust, or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting ShareholderStockholder’s legal power, authority authority, or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3)Transaction.

Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined in Section 7)Date, Shareholder shall not, except in connection accordance with the Merger or as consented to in writing by ParentAgreement, Transfer or suffer a Transfer of any of the Shares. Notwithstanding anything to the contrary in this Agreement, this Section 2(a) shall not prohibit a or discuss, negotiate, make an offer or enter into an agreement, commitment or other arrangement with respect thereto; provided that Shareholder may Transfer any of the Shares by Shareholder (i) to any Person who is a family member of Shareholder (as the term “family member” is defined by Form S-8 promulgated under the Securities Act (or any successor or comparable form))bona fide gifts, (ii) to any trustfamily member, the beneficiaries of which include only the Persons named trust or other Person in clause (i), a transaction that is principally for estate planning purposes (iii) to any beneficiary, executor, trust, legal guardian or legal representative upon the death or disability of Shareholder or (iv) to a partnership transferring to its partners or former partners in accordance with partnership interests, or (v) to a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company, all partners or members of which include only the Persons named in clause (i) and any trust named in clause (iicollectively, "Permitted Transfers"); provided that, (iv) upon the death of Shareholder, (v) pursuant prior to any written trading plan in effect on the date of this Agreement intended to satisfy the requirements of Rule 10b5-1 under the Exchange Act, (vi) to an Affiliate of Shareholder, (vii) that results from the withholding by the Company, or sale by Shareholder, to the extent necessary to cover Taxes incurred upon (1) the exercise and settlement of any Company SAR or Company Stock Option of Shareholder, or (2) the vesting of any Company RSU or Company PRSU of Shareholder prior to the Expiration Date, or (viii) to any person or entity if and to the extent required by any legal order, by divorce decree or similar Law; provided, that a Transfer referred to in clauses (i), (ii), (iii), (iv) and (vi) of this sentence shall be permitted only if, as a precondition to such Permitted Transfer, the transferee agrees shall have (x) executed a counterpart of this Agreement and (y) agreed in writing to be bound by hold such Shares (or interest in such Shares) subject to all of the terms and provisions of this Agreement. (b) At all times during From and after the period commencing with the execution and delivery of this Agreement and expiring on date hereof until the Expiration Date, except for this Agreement and as otherwise permitted by this Agreement, Shareholder shall will not enter into any voting agreement with any Person with respect to any of the Shares, grant any Person 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 limiting or affecting Shareholder’s 's legal power, authority or right to vote any of the Shares in favor of the approval and adoption of the Proposed Transaction Merger Agreement (as such term is defined in Section 3the "Merger Proposal"). (c) Shareholder agrees that Parent may notify the Company of the restriction on Transfer set forth in this Section 2.

Transfer and Voting Restrictions. Each Equityholder hereby agrees as follows: (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on upon the Expiration Date (as defined termination of this Agreement in accordance with Section 7), Shareholder such Equityholder shall not, except in connection with by operation of the Merger or as consented to in writing by ParentGlass Mergers, Transfer or suffer a Transfer of any of the Shares. Notwithstanding anything to the contrary in this Agreement, this Section 2(a) shall not prohibit a unless such Transfer of the Shares by Shareholder (i) to any Person who is a family member of Shareholder (as the term “family member” is defined by Form S-8 promulgated under the Securities Act (or any successor or comparable form)), (ii) any trust, the beneficiaries of which include only the Persons named in clause (i), (iii) any partnership or limited liability company, all partners or members of which include only the Persons named in clause (i) and any trust named in clause (ii), (iv) upon the death of Shareholder, (v) pursuant to any written trading plan in effect on the date of this Agreement intended to satisfy the requirements of Rule 10b5-1 under the Exchange Act, (vi) to an Affiliate of Shareholder, (vii) that results from the withholding by the Company, or sale by Shareholder, to the extent necessary to cover Taxes incurred upon (1) the exercise and settlement of any Company SAR or Company Stock Option of Shareholder, or (2) the vesting of any Company RSU or Company PRSU of Shareholder prior to the Expiration Date, or (viii) to any person or entity if and to the extent required by any legal order, by divorce decree or similar Law; provided, that a Transfer referred to in clauses (i), (ii), (iii), (iv) and (vi) of this sentence shall be permitted only if, as a precondition to such Permitted Transfer, the transferee agrees in writing to be bound by all of the terms of this Agreement. (b) At all times during the period commencing with the execution and delivery of Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, such Equityholder shall not commit any act that is intended to restrict or affect such Equityholder’s legal power, authority and expiring on right to vote all of the Expiration DateShares or otherwise prevent or disable such Equityholder from performing any of such Equityholder’s obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Shareholder such Equityholder shall not enter into any voting agreement with any Person with respect to any of the Shares, grant any Person 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 Person, in each case, limiting or affecting Shareholdersuch Equityholder’s legal power, authority or right to vote any of the Shares in favor of the adoption of the Merger Agreement and the approval of the Proposed Glass Mergers and the other transactions contemplated by the Transaction Documents (the “Transactions”), or amend or waive any rights under the Glass Stockholders Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, each Equityholder shall not enter into any agreement that would restrict or impede its rights to exercise rights over Shares held by other parties. (c) Such Equityholder understands and agrees that if such term is defined Equityholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in Section 3)compliance with this Agreement, each Glass Party shall not, and such Equityholder hereby unconditionally and irrevocably instructs each Glass Party not to, (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.

Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined in Section 7)Date, Shareholder Stockholder shall not, except in connection with the Merger or as consented to in writing by ParentMerger, Transfer or suffer a Transfer of any of the Shares, or enter into an agreement, commitment or other arrangement with respect thereto. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, this Section 2(a) shall not prohibit a Stockholder may Transfer any or all of the Shares by Shareholder (i) by will, or by operation of law, in which case this Agreement shall bind the transferee, or (ii) in connection with estate and charitable planning purposes, including Transfers to any Person who is a family member of Shareholder (relatives, trusts and charitable organizations, so long as the term “family member” is defined by Form S-8 promulgated under transferee, prior to such Transfer executes a counterpart of this Agreement (with such modifications as Parent may reasonably request solely to reflect such transfer). (b) Stockholder understands and agrees that if Stockholder attempts to Transfer, vote or provide any other person with the Securities Act authority to vote any of the Shares other than in compliance with this Agreement, the Company shall not, and Stockholder hereby unconditionally and irrevocably instructs the Company to not, (or i) permit any successor or comparable form))such Transfer on its books and records, (ii) issue a new certificate representing any trust, of the beneficiaries of which include only the Persons named in clause (i), Shares or (iii) any partnership record such vote, in each case, unless and until Stockholder shall have complied with the terms of this Agreement. Each stock certificate evidencing Shares that is issued in the name of Stockholder on or limited liability company, all partners or members of which include only the Persons named in clause (i) and any trust named in clause (ii), (iv) upon the death of Shareholder, (v) pursuant to any written trading plan in effect on after the date of this Agreement intended shall bear a legend indicating that such Shares are subject to satisfy the requirements terms of Rule 10b5-1 under this Agreement and any transferee of the Exchange Act, (vi) to an Affiliate of Shareholder, (vii) that results from the withholding Shares evidenced by the Company, or sale by Shareholder, stock certificate takes the Shares subject to the extent necessary to cover Taxes incurred upon (1) the exercise and settlement of any Company SAR or Company Stock Option of Shareholder, or (2) the vesting of any Company RSU or Company PRSU of Shareholder prior to the Expiration Date, or (viii) to any person or entity if and to the extent required by any legal order, by divorce decree or similar Law; provided, that a Transfer referred to in clauses (i), (ii), (iii), (iv) and (vi) of this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing to be bound by all of the terms of this Agreement. (bc) At all times during the period commencing with the execution and delivery of Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, Stockholder will not commit any act that could restrict or affect Stockholder’s legal power, authority and expiring on right to vote all of the Expiration DateShares then owned of record or beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of his obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Shareholder shall Stockholder will not enter into any voting agreement with any Person with respect to any of the Shares, grant any Person 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 limiting or affecting ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3)Transaction.

Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as defined in Section 7)Date, Shareholder Stockholder shall not, except in connection with the Merger or as consented to in writing by ParentMerger, Transfer or suffer a Transfer of any of the Shares, or enter into an agreement, commitment or other arrangement with respect thereto. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, this Section 2(a) shall not prohibit a Stockholder may Transfer any or all of the Shares by Shareholder (i) to any Person who is a family member by will, or by operation of Shareholder (as law, in which case this Agreement shall bind the term “family member” is defined by Form S-8 promulgated under the Securities Act (or any successor or comparable form))transferee, (ii) any trustin connection with estate and charitable planning purposes, the beneficiaries of which include only the Persons named in clause (i)including Transfers to relatives, trusts and charitable organizations, or (iii) to any partnership other Person, so long as, in the case of the foregoing clauses (ii) and (iii), the transferee, prior to such Transfer executes a counterpart of this Agreement (with such modifications as Parent may reasonably request solely to reflect such transfer). (b) Stockholder understands and agrees that if Stockholder attempts to Transfer, vote or limited liability companyprovide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, all partners or members of which include only the Persons named in clause Company shall not, and Stockholder hereby unconditionally and irrevocably instructs the Company to not, (i) permit any such Transfer on its books and any trust named in clause records, (ii)) issue a new certificate representing any of the Shares or (iii) record such vote, (iv) upon in each case, unless and until Stockholder shall have complied with the death terms of Shareholder, (v) pursuant to any written trading plan this Agreement. Each stock certificate evidencing Shares that is issued in effect the name of Stockholder on or after the date of this Agreement intended shall bear a legend indicating that such Shares are subject to satisfy the requirements terms of Rule 10b5-1 under this Agreement and any transferee of the Exchange Act, (vi) to an Affiliate of Shareholder, (vii) that results from the withholding Shares evidenced by the Company, or sale by Shareholder, stock certificate takes the Shares subject to the extent necessary to cover Taxes incurred upon (1) the exercise and settlement of any Company SAR or Company Stock Option of Shareholder, or (2) the vesting of any Company RSU or Company PRSU of Shareholder prior to the Expiration Date, or (viii) to any person or entity if and to the extent required by any legal order, by divorce decree or similar Law; provided, that a Transfer referred to in clauses (i), (ii), (iii), (iv) and (vi) of this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing to be bound by all of the terms of this Agreement. (bc) At all times during the period commencing with the execution and delivery of Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, Stockholder will not commit any act that could restrict or affect Stockholder’s legal power, authority and expiring on right to vote all of the Expiration DateShares then owned of record or beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of his obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Shareholder shall Stockholder will not enter into any voting agreement with any Person with respect to any of the Shares, grant any Person 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 limiting or affecting ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3)Transaction.