Common use of Agreement to Retain Shares Clause in Contracts

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly), transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, (b) deposit any Covered Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares or would otherwise prevent or disable such Stockholder from performing any of such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1) Transfers by will or by operation of Law or other Transfers for estate-planning purposes, (2) with respect to such Stockholder’s Parent Options (and any Shares underlying such Parent Options) which expire on or prior to the Expiration Date, Transfers of Shares to Parent (or effecting a “net exercise” of a Parent Option) as payment for the (i) exercise price of such Stockholder’s Parent Options and (ii) taxes applicable to the exercise of such Stockholder’s Parent Options, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4) if Stockholder is an entity, partnership or limited liability company, a Transfer to one or more equityholders, partners or members of Stockholder or to an affiliated person, corporation, trust or other entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed this Agreement, (5) make Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, and (6) Transfers as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer of any Shares covered hereby shall occur (including a Transfer permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, and as a condition of receipt if such Transfer or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, except for this Agreement and as contemplated by or related to the Company’s Amended and Restated Voting Agreement, dated March 6, 2023 (the “Voting Agreement”), the Company’s Amended and Restated Rights of First Refusal and Co-Sale Agreement, dated March 6, 2023 (the “ROFR”), and the Amended and Restated Investors’ Right Agreement, dated March 6, 2023 (together with the Voting Agreement and the ROFR, the “Shareholder Agreements”), (a) sell, assign (directly or indirectly), transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, (b) deposit any Covered Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares or would otherwise prevent or disable such Stockholder from performing any of such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1) Transfers by will or by operation of Law or other Transfers for estate-planning purposes, (2) with respect to such Stockholder’s Parent Company Options (and any Shares underlying such Parent Company Options) which expire on or prior to the Expiration Date, Transfers of Shares to Parent the Company (or effecting a “net exercise” of a Parent Company Option) as payment for the (i) exercise price of such Stockholder’s Parent Company Options and (ii) taxes applicable to the exercise of such Stockholder’s Parent Company Options, (3) with respect to such Stockholder’s Parent Company Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Company Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Company Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4) if Stockholder is an entity, partnership or limited liability company, a Transfer to one or more equityholders, partners or members of Stockholder or to an affiliated person, corporation, trust or other entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed this Agreement, (5) make Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, and (6) Transfers as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer of any Shares covered hereby shall occur (including a Transfer permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, and as a condition of receipt if such Transfer or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) any right, title, Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, (b) deposit any Covered Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any right, title, Liens) any Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares preventing or would otherwise prevent or disable disabling such Stockholder from performing any of such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1) Transfers transfers by will or by operation of Law or other Transfers transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to such Stockholder’s Parent Terrain Options (and any Shares underlying such Parent Options) which expire on or prior to the Expiration Date, Transfers transfers, sale, or other disposition of Shares to Parent (Terrain, or effecting a “net exercise” of a Parent Option) in broker-assisted cashless exercises, as payment for the (i) exercise price of such Stockholder’s Parent Terrain Options and (ii) taxes applicable to the exercise of such Stockholder’s Parent OptionsTerrain Options or Terrain SARs, (3) with respect to such Stockholder’s Parent Restricted Stock AwardsTerrain RSUs, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards Terrain RSUs settled in Shares (to pay any tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock AwardsTerrain RSUs, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4) if such Stockholder is an entity, a partnership or limited liability company, a Transfer transfer to one or more equityholders, partners or members of such Stockholder or to an affiliated person, Affiliated corporation, trust or other entity controlling or Entity under common control with such Stockholder, or if such Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed this Agreementa voting agreement that is reasonably acceptable to the Company, (5) make Transfers transfers to another holder of the capital stock of the Company that occur by operation of law pursuant has signed a voting agreement that is reasonably acceptable to a qualified domestic relations order or in connection with a divorce settlementthe Company, and (6) Transfers transfers, sales or other dispositions as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer transfer of any Shares covered hereby shall occur (including a Transfer transfer or disposition permitted by Section 4(1) through Section 4(54(6), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Stockholder and as has not executed a condition of receipt if such Transfer counterpart hereof or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder Shareholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) any right, title, Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, (b) deposit any Covered Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any right, title, Liens) any Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder Shareholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares preventing or would otherwise prevent or disable disabling such Stockholder Shareholder from performing any of such StockholderShareholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder Shareholder may make (1) Transfers transfers by will or by operation of Law or other Transfers transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to such StockholderShareholder’s Parent Vibrant Options (and any Shares underlying such Parent Options) which expire on or prior to the Expiration DateDate or Vibrant RSUs (and any Shares underlying such Vibrant Options and Vibrant RSUs), Transfers transfers, sale, or other disposition of Shares to Parent Vibrant (or effecting a “net exercise” of a Parent OptionVibrant Option or a “net settlement” of a Vibrant RSU) as payment for the (i) exercise price of such StockholderShareholder’s Parent Vibrant Options and (ii) taxes applicable to the exercise of such StockholderShareholder’s Parent OptionsVibrant Options or the settlement of Vibrant RSUs, in each case as permitted pursuant to the terms of the Vibrant Stock Plans, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Awards, and the sale of if Shareholder is a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4) if Stockholder is an entity, partnership or limited liability company, a Transfer transfer to one or more equityholders, partners or members of Stockholder Shareholder or to an affiliated person, Affiliated corporation, trust or other entity controlling or Entity under common control with StockholderShareholder, or if Stockholder Shareholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed this Agreementa voting agreement in substantially the form hereof, (54) make Transfers transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, and (65) Transfers transfers, sales or other dispositions as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer transfer of any Shares covered hereby shall occur (including a Transfer transfer or disposition permitted by Section 4(1) through Section 4(5), sale by a StockholderShareholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Shareholder and as has not executed a condition of receipt if such Transfer counterpart hereof or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each except as expressly permitted by this Agreement, the Stockholder shall not, directly or indirectly, : (a) sell, assign (directly or indirectly)assign, transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens a Lien (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, (b) deposit any Covered Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement)thereto, (c) enter into any Contractcontract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer sale, transfer, assignment or other disposition of (including, without limitation, by the creation of a Lien (as defined in Section 5(c) below)) any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such the Stockholder contained herein untrue or incorrect or have the effect of restricting preventing or disabling the Stockholder’s legal power, authority and right to vote all of the Covered Shares or would otherwise prevent or disable such Stockholder from performing any of such the Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each the Stockholder may make (1) Transfers by will or by operation of Law or other Transfers for estate-planning purposes, (2) with respect to such Stockholder’s Parent Options (and any Shares underlying such Parent Options) which expire on or prior to the Expiration Date, Transfers of Shares to Parent (or effecting a “net exercise” of a Parent Option) as payment for the transfers (i) exercise price to its members or its controlled or controlling Affiliates or to controlled or controlling Affiliates of such members, in each case if but only if the transferee agrees in writing, prior to and as a condition to such transfer, (x) to be bound by the terms and conditions of this Agreement to the same extent as if it were the “Stockholder” hereunder (including without limitation, by making all of the representations and warranties of the Stockholder hereunder as of the date of such transfer), and (y) that Blesbok LLC shall serve as such transferee’s Parent Options irrevocable representative, agent and attorney-in-fact for all purposes under the Agreement, with Blesbok LLC having the power and authority to take such actions on behalf of each such transferee as Blesbok LLC, in its sole judgment, may deem to be appropriate on all matters related to or arising from the Agreement (and (A) Blesbok LLC shall agree to serve in such capacity and (B) such power of attorney appointing Blesbok LLC as irrevocable attorney-in-fact shall be coupled with an interest and the death or incapacity of any transferee shall not terminate or diminish the authority and agency of Blesbok LLC in its capacity as such attorney-in-fact), (ii) taxes applicable to the exercise of such Stockholder’s Parent Options, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4) if Stockholder is an entity, partnership or limited liability company, a Transfer to one or more equityholderscharitable organizations qualifying under Section 501(c)(iii) of the Internal Revenue Code of 1986, partners or members as amended, free and clear of Stockholder or to an affiliated personany obligations hereunder; provided, corporationhowever, trust or other entity controlling or that the aggregate of all such transfers under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed this Agreement, clause (5ii) make Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlementshall not exceed 150,000 Shares, and (6iii) Transfers as the Company Parent may otherwise agree in writing in its sole and absolute discretion. If any voluntary or involuntary Transfer The Stockholder shall provide Parent with prompt written notice of any Shares covered hereby shall occur (including a Transfer permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights proposed transfer under this Agreement, which shall continue in full force and effect, and as a condition of receipt if such Transfer or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder heretoSection 4.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) any right, title, Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, (b) deposit any Covered Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any right, title, Liens) any Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares preventing or would otherwise prevent or disable disabling such Stockholder from performing any of such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1) Transfers transfers by will or by operation of Law or other Transfers transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to such Stockholder’s Parent Homology Options (and any Shares underlying such Parent Homology Options) which expire on or prior to the Expiration Date, Transfers transfers, sale, or other disposition of Shares to Parent Homology (or effecting a “net exercise” of a Parent Homology Option) as payment for the (i) exercise price of such Stockholder’s Parent Homology Options and (ii) taxes applicable to the exercise of such Stockholder’s Parent Homology Options, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4) if Stockholder is an entity, partnership or limited liability company, a Transfer transfer to one or more equityholders, partners or members of Stockholder or to an affiliated Affiliated person, corporation, trust or other entity Entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed this Agreementa voting agreement in substantially the form hereof, (54) make Transfers transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, and (65) Transfers transfers, sales or other dispositions as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer transfer of any Shares covered hereby shall occur (including a Transfer transfer or disposition permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Stockholder and as has not executed a condition of receipt if such Transfer counterpart hereof or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) on) any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, (b) deposit any Covered Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contractcontract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any right, title, or interest (including Liens on) any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares preventing or would otherwise prevent or disable such disabling Stockholder from performing any of such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1a) Transfers transfers by will or by operation of Law law or other Transfers transfers for estate-planning purposes, in which case this Agreement shall bind the transferee and transferee shall sign a voting agreement in substantially the form hereof, (2b) with respect to such Stockholder’s Parent Targacept Stock Options (and any Shares underlying such Parent Options) which expire on or prior to the Expiration Date, Transfers transfers, sale, or other disposition of Shares to Parent (or effecting a “net exercise” of a Parent Option) Targacept as payment for the (i) exercise price of such Stockholder’s Parent Targacept Stock Options and (ii) taxes applicable to the exercise of such Stockholder’s Parent Targacept Stock Options, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4c) if Stockholder is an entity, a partnership or limited liability company, a Transfer transfer to one or more equityholders, partners or members of Stockholder or to an affiliated person, corporation, trust or other business entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof relating to the transferred Shares, (d) any transfer to another holder of the capital stock of the Company that has signed a voting agreement in substantially the form hereof relating to the transferred Shares, (e) any transfer to a person if, as a condition precedent to the transfer, such person executes and delivers to the Company an agreement containing voting and transfer provisions with respect to the Shares so transferred that are substantially identical in all material respects to those set forth in this Agreement, (5) make Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, ; and (6f) Transfers as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer of any Shares covered hereby shall occur (including a Transfer permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, and as a condition of receipt if such Transfer or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) any right, title, Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, (b) deposit any Covered Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any right, title, Liens) any Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares preventing or would otherwise prevent or disable disabling such Stockholder from performing any of such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1) Transfers transfers by will or by operation of Law or other Transfers transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to such Stockholder’s Parent Company Options (and any Shares underlying such Parent Options) which expire on or prior to the Expiration DateDate (and any Shares underlying such Company Options), Transfers transfers, sale, or other disposition of Shares to Parent the Company (or effecting a “net exercise” of a Parent Company Option) as payment for the (i) exercise price of such Stockholder’s Parent Company Options as permitted pursuant to the terms of the Company Plans, and (ii) taxes applicable to the exercise of such Stockholder’s Parent Company Options, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4) if Stockholder is an entity, a partnership or limited liability company, a Transfer transfer to one or more equityholders, partners or members of Stockholder or to an affiliated person, Affiliated corporation, trust or other entity controlling or Entity under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed this Agreementa voting agreement in substantially the form hereof, (54) make Transfers transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, and (65) Transfers transfers, sales or other dispositions as the Company Vibrant may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer transfer of any Shares covered hereby shall occur (including a Transfer transfer or disposition permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Stockholder and as has not executed a condition of receipt if such Transfer counterpart hereof or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledgeoffer, exchange, giftassign, grant, or placement in trust pledge or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) on) any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, (b) deposit any Covered Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contractcontract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any right, title, or interest (including Liens on) any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares preventing or would otherwise prevent or disable such disabling Stockholder from performing any of such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1a) Transfers transfers by will or by operation of Law law or other Transfers transfers for estate-planning purposes, in which case this Agreement shall bind the transferee and transferee shall sign a voting agreement in substantially the form hereof, (2b) with respect to such Stockholder’s Parent PLx Options (and any Shares underlying such Parent Options) which expire on or prior to the Expiration Date, Transfers transfers, sales, or other dispositions of Shares to Parent (or effecting a “net exercise” of a Parent Option) PLx as payment for the (i) exercise price of such Stockholder’s Parent PLx Options and (ii) taxes applicable to the exercise of such Stockholder’s Parent PLx Options, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4c) if Stockholder is an entity, a partnership or limited liability company, a Transfer transfer to one or more equityholders, partners or members of Stockholder or to an affiliated person, corporation, trust or other business entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof relating to the transferred Shares, (d) any transfer to another holder of the capital stock of PLx that has signed a voting agreement in substantially the form hereof relating to the transferred Shares, (e) any transfer to a person if, as a condition precedent to the transfer, such person executes and delivers to DPRX an agreement containing voting and transfer provisions with respect to the Shares so transferred that are substantially identical in all material respects to those set forth in this Agreement, (5) make Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, and (6f) Transfers as the Company DPRX may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer of any Shares covered hereby shall occur (including a Transfer permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, and as a condition of receipt if such Transfer or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

Agreement to Retain Shares. From and after Prior to Shareholder Approval, the date hereof until the Expiration Date, each Stockholder Shareholder shall not, except as expressly contemplated by this Agreement or the Merger Agreement, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens a Lien (as defined in Section 5(c) below4(c)), or offer to do any of the foregoing (each, a “Transfer”) any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, (b) deposit any Covered Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contractcontract, option, commitment or other arrangement or understanding with respect to the direct sale, transfer, assignment or indirect Transfer other disposition of, any rightShares, title, (c) deposit any Shares in a voting trust or interest (including enter into a voting agreement or similar agreement with respect to any right Shares or grant any proxy or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Sharesof attorney with respect thereto, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder the Shareholder contained herein untrue or incorrect or have the effect of restricting preventing or disabling the Stockholder’s legal power, authority and right to vote all of the Covered Shares or would otherwise prevent or disable such Stockholder Shareholder from performing any of such Stockholderthe Shareholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder the Shareholder may make (1i) Transfers transfers of Shares by will or by operation of Law or other Transfers for estate-planning purposeslaw, (2) with respect to such Stockholder’s Parent Options (and any Shares underlying such Parent Options) in which expire on or prior to case this Agreement shall bind the Expiration Datetransferee, Transfers of Shares to Parent (or effecting a “net exercise” of a Parent Option) as payment for the (i) exercise price of such Stockholder’s Parent Options and (ii) taxes applicable to the exercise of such Stockholder’s Parent Options, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock AwardsShares in connection with bona fide estate and charitable planning purposes, including transfers to relatives, trusts and charitable organizations, subject to the transferee agreeing in writing to be bound by the terms of, and perform the sale obligations of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlementShareholder under, (4) if Stockholder is an entity, partnership or limited liability company, a Transfer to one or more equityholders, partners or members of Stockholder or to an affiliated person, corporation, trust or other entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed this Agreement, (5iii) make Transfers that occur by operation of law transfers pursuant to any pledge agreement, subject to the pledgee agreeing in writing, prior to such transfer, to be bound by the terms of this Agreement, (iv) to any immediate family member of the undersigned, or to a qualified domestic relations order trust for the benefit of the undersigned or his or her immediate family members or upon the undersigned’s death subject to the transferee agreeing in connection with a divorce settlementwriting to be bound by the terms of, and perform the obligations of the Shareholder under, this Agreement, and (6v) Transfers as the Company Buyers may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer of any Shares covered hereby shall occur (including a Transfer permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, and as a condition of receipt if such Transfer or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”Liens) any right, title, Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, (b) deposit any Covered Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contractcontract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any right, title, Liens) any Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares preventing or would otherwise prevent or disable such disabling Stockholder from performing any of such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1) Transfers transfers by will or will, by operation of Law law (including transfers pursuant to a qualified domestic order or in connection with a divorce settlement), or other Transfers transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to such Stockholder’s Parent Options (and any Shares underlying such Parent Options) Equity Rights which expire on or prior to the Expiration Date, Transfers transfers, sale, or other disposition of Shares to Parent (or effecting a “net exercise” of a Parent Option) as payment for the (i) exercise price price, if applicable, of such Stockholder’s Parent Options Equity Rights and (ii) taxes applicable to the exercise of such Stockholder’s Parent OptionsEquity Rights, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4) if Stockholder is an entity, a partnership or limited liability company, a Transfer transfer to one or more equityholders, partners or members of Stockholder or to an affiliated person, corporation, trust or other entity controlling or under common control with Affiliate of Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that (i) in each such case the applicable transferee has signed a voting agreement in substantially the form hereof and (ii) such transfer will not necessitate the filing of a Form 4 reporting such transfer, (4) transfers to another holder of Shares or Parent Equity Rights that has signed a support agreement in substantially the form of this Agreement, and (5) make Transfers that occur by operation of law pursuant to a qualified domestic relations order transfers, sales or in connection with a divorce settlement, and (6) Transfers other dispositions as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer transfer of any Shares covered hereby shall occur (including a Transfer transfer or disposition permitted by this Section 4(1) through Section 4(5)4, sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Stockholder and as has not executed a condition of receipt if such Transfer counterpart hereof or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) any right, title, Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, (b) deposit any Covered Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any right, title, Liens) any Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares preventing or would otherwise prevent or disable disabling such Stockholder from performing any of such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1) Transfers transfers by will or by operation of Law or other Transfers transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to such Stockholder’s Parent Korro Options (and any Shares underlying such Parent Korro Options) which expire on or prior to the Expiration Date, Transfers transfers, sale, or other disposition of Shares to Parent Korro (or effecting a “net exercise” of a Parent Korro Option) as payment for the (i) exercise price of such Stockholder’s Parent Korro Options and (ii) taxes applicable to the exercise of such Stockholder’s Parent Korro Options, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4) if Stockholder is an entity, partnership or limited liability company, a Transfer transfer to one or more equityholders, partners or members of Stockholder or to an affiliated Affiliated person, corporation, trust or other entity Entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed this Agreementa voting agreement in substantially the form hereof, (54) make Transfers transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, and (65) Transfers transfers, sales or other dispositions as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer transfer of any Shares covered hereby shall occur (including a Transfer transfer or disposition permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Stockholder and as has not executed a condition of receipt if such Transfer counterpart hereof or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledgeoffer, exchange, giftassign, grant, or placement in trust pledge or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) on) any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, (b) deposit any Covered Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contractcontract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any right, title, or interest (including Liens on) any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares preventing or would otherwise prevent or disable such disabling Stockholder from performing any of such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1a) Transfers transfers by will or by operation of Law law or other Transfers transfers for estate-planning purposes, in which case this Agreement shall bind the transferee and transferee shall sign a voting agreement in substantially the form hereof, (2b) with respect to such Stockholder’s Parent Saffron Stock Options (and any Shares underlying such Parent Options) which expire on or prior to the Expiration Date, Transfers transfers, sale, or other disposition of Shares to Parent (or effecting a “net exercise” of a Parent Option) Synta as payment for the (i) exercise price of such Stockholder’s Parent Saffron Stock Options and (ii) taxes applicable to the exercise of such Stockholder’s Parent Saffron Stock Options, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4c) if Stockholder is an entity, a partnership or limited liability company, a Transfer transfer to one or more equityholders, partners or members of Stockholder or to an affiliated person, corporation, trust or other business entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof relating to the transferred Shares, (d) any transfer to another holder of the capital stock of the Company that has signed a voting agreement in substantially the form hereof relating to the transferred Shares, (e) any transfer to a person if, as a condition precedent to the transfer, such person executes and delivers to the Company an agreement containing voting and transfer provisions with respect to the Shares so transferred that are substantially identical in all material respects to those set forth in this Agreement, (5) make Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, ; and (6f) Transfers as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer of any Shares covered hereby shall occur (including a Transfer permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, and as a condition of receipt if such Transfer or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

Agreement to Retain Shares. From and after the date hereof until Prior to the Expiration Date, each Stockholder the Shareholder shall not, except as expressly contemplated by this Agreement or the Merger Agreement, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens a Lien (as defined in Section 5(c) below4(c))), or offer to do any of the foregoing (each, a “Transfer”) any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, (b) deposit any Covered Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contractcontract, option, commitment or other arrangement or understanding with respect to the direct sale, transfer, assignment or indirect Transfer other disposition of, any rightShares, title, (c) deposit any Shares in a voting trust or interest (including enter into a voting agreement or similar agreement with respect to any right Shares or grant any proxy or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Sharesof attorney with respect thereto, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder the Shareholder contained herein untrue or incorrect or have the effect of restricting preventing or disabling the Stockholder’s legal power, authority and right to vote all of the Covered Shares or would otherwise prevent or disable such Stockholder Shareholder from performing any of such Stockholderthe Shareholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder the Shareholder may make (1i) Transfers transfers of Shares by will or by operation of Law or other Transfers for estate-planning purposeslaw, (2) with respect to such Stockholder’s Parent Options (and any Shares underlying such Parent Options) in which expire on or prior to case this Agreement shall bind the Expiration Datetransferee, Transfers of Shares to Parent (or effecting a “net exercise” of a Parent Option) as payment for the (i) exercise price of such Stockholder’s Parent Options and (ii) taxes applicable to the exercise of such Stockholder’s Parent Options, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock AwardsShares in connection with bona fide estate and charitable planning purposes, including transfers to relatives, trusts and charitable organizations, subject to the transferee agreeing in writing to be bound by the terms of, and perform the sale obligations of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlementShareholder under, (4) if Stockholder is an entity, partnership or limited liability company, a Transfer to one or more equityholders, partners or members of Stockholder or to an affiliated person, corporation, trust or other entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed this Agreement, (5iii) make Transfers that occur by operation of law transfers pursuant to any pledge agreement, subject to the pledgee agreeing in writing, prior to such transfer, to be bound by the terms of this Agreement, (iv) to any immediate family member of the undersigned, or to a qualified domestic relations order trust for the benefit of the undersigned or his or her immediate family members or upon the undersigned’s death subject to the transferee agreeing in connection with a divorce settlementwriting to be bound by the terms of, and perform the obligations of the Shareholder under, this Agreement, and (6v) Transfers as the Company Buyer may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer of any Shares covered hereby shall occur (including a Transfer permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, and as a condition of receipt if such Transfer or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) any right, title, Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, (b) deposit any Covered Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any right, title, Liens) any Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares preventing or would otherwise prevent or disable disabling such Stockholder from performing any of such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1) Transfers transfers by will or by operation of Law or other Transfers transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to such Stockholder’s Parent Frequency Options (and any Shares underlying such Parent Frequency Options) which expire on or prior to the Expiration Date, Transfers transfers, sale, or other disposition of Shares to Parent Frequency (or effecting a “net exercise” of a Parent Frequency Option) as payment for the (i) exercise price of such Stockholder’s Parent Frequency Options and (ii) taxes applicable to the exercise of such Stockholder’s Parent Frequency Options, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4) if Stockholder is an entity, partnership or limited liability company, a Transfer transfer to one or more equityholders, partners or members of Stockholder or to an affiliated Affiliated person, corporation, trust or other entity Entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed this Agreementa voting agreement in substantially the form hereof, (54) make Transfers transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, and (65) Transfers transfers, sales or other dispositions as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer transfer of any Shares covered hereby shall occur (including a Transfer transfer or disposition permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Stockholder and as has not executed a condition of receipt if such Transfer counterpart hereof or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each the Stockholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of any Shares (including, without limitation, by the creation of any Liens a Lien (as defined in Section 5(c) below) in respect thereto)), or offer to do any of the foregoing (each, a “Transfer”) any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, ; (b) deposit any Covered Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered any Shares or grant any proxy or power of attorney with respect thereto (other than this Agreementexcept as provided herein), ; or (c) enter into any Contractcontract, option, commitment commitment, or other arrangement or understanding with respect to the direct or indirect Transfer any rightsale, titletransfer, assignment, or interest other disposition of any Shares (including any right including, without limitation, by the creation of a Lien in respect thereto) other than as contemplated hereby or power to vote to which by the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, Merger Agreement; or (d) take any action that would reasonably be expected to make any representation or warranty of such the Stockholder contained herein untrue or incorrect or have the effect of restricting preventing, impairing, or disabling the Stockholder’s legal power, authority and right to vote all of the Covered Shares or would otherwise prevent or disable such Stockholder from performing any of such the Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each the Stockholder may make transfers (1i) Transfers if Stockholder is an individual, by will or by operation of Law law or other Transfers to a trust for estate-planning purposes, (2) with respect to such the benefit of Stockholder or any member of Stockholder’s Parent Options (immediate family, in which case this Agreement shall bind the transferee, and any Shares underlying provided that, in the case of such Parent Options) which expire on or a transfer, prior thereto and as a condition to the Expiration Date, Transfers of Shares to Parent (or effecting a “net exercise” of a Parent Option) as payment for the (i) exercise price effectiveness of such Stockholder’s Parent Options transfer, the transferee shall have agreed in writing, in a matter reasonably acceptable in form and (ii) taxes applicable substance to Parent, to accept the Shares subject to the exercise terms and conditions of this Agreement and to be bound by this Agreement and to agree and acknowledge that such Stockholder’s Parent Optionstransferee shall constitute a Stockholder for all purposes of this Agreement, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholderas Parent may otherwise consent in writing in its sole and absolute discretion. Parent’s Parent Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4) consent shall be required but not unreasonably withheld or delayed if Stockholder is an entity, a partnership or limited liability company, a Transfer company and requests to transfer Shares to one or more equityholders, partners or members of Stockholder or to an affiliated person, corporation, trust or other entity controlling or corporation under common control with Stockholder, or if Stockholder is a trustin which case this Agreement shall bind the transferee, a transfer to a beneficiary, and provided that in each such case the applicable transferee has signed this Agreement, (5) make Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, and (6) Transfers as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer of any Shares covered hereby shall occur (including a Transfer permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, prior thereto and as a condition to the effectiveness of receipt if such Transfer or saletransfer, the transferee shall sign have agreed in writing, in a written acknowledgement matter reasonably acceptable in form and substance to Parent, to accept the Shares subject to the terms and conditions of this Agreement and to be bound by this Agreement and to agree and acknowledge that such applicability or transferee shall constitute a joinder heretoStockholder for all purposes of this Agreement.

Agreement to Retain Shares. From and after the date hereof until (x) the earlier of the Expiration Date and July 12, 2024, in the case of Xxxxx Xxxxxxxxx, M.D. and Xxxx Xxxxxx or (y) the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) any right, title, Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, (b) deposit any Covered Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contractcontract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any right, title, Liens) any Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares preventing or would otherwise prevent or disable disabling such Stockholder from performing any of such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1) Transfers transfers by will or by operation of Law law or other Transfers transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to such Stockholder’s Parent Celularity Options or Celularity Warrants (and any Shares underlying such Parent OptionsCelularity Options or such Celularity Warrants) which that expire on or prior to the Expiration Date, Transfers transfers, sale, or other disposition of Shares to Parent Celularity (or effecting a “net exercise” of a Parent OptionCelularity Option or a Celularity Warrant) as payment for the (i) exercise price of such Stockholder’s Parent Celularity Options or Celularity Warrants and (ii) taxes applicable to the exercise of such Stockholder’s Parent Celularity Options, (3) with respect to such Stockholder’s Parent Restricted Stock AwardsCelularity RSUs (and any Shares underlying such Celularity RSUs) that vest and settle on or prior to the Expiration Date, (i) transfers transfers, sale, or other disposition of Shares to Celularity as payment for the net taxes applicable to the vesting and settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlementCelularity RSU, (4) if Stockholder is an entity, partnership or limited liability company, a Transfer transfer to one or more equityholders, partners or members of Stockholder or to an affiliated Affiliated person, corporation, trust or other entity Entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed this Agreementa voting agreement in substantially the form hereof, (5) make Transfers transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, and (6) Transfers transfers, sales or other dispositions as the Company RWI may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer transfer of any Shares covered hereby shall occur (including a Transfer transfer or disposition permitted by Section 4(1) through Section 4(54(6), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Stockholder and as has not executed a condition of receipt if such Transfer counterpart hereof or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

Agreement to Retain Shares. From and after Except as expressly contemplated by the date hereof until the Expiration DateMerger Agreement, each Stockholder shall notagrees not to transfer, directly or indirectlyassign, (a) sell, assign (directly or indirectly), transfer, tenderexchange, pledge, exchangehypothecate, gift, grant, or placement grant a security interest in trust or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below))of, or offer to do any of the foregoing (eachtransfer, a “Transfer”) any rightassign, titlesell, exchange, encumber or otherwise dispose of, or interest (including grant any right proxy or power to vote to which the holder thereof may be entitledof attorney, whether such right or power is granted by proxy or otherwise) to any Covered Shares, (b) deposit any Covered Shares into a voting trust or enter into a voting agreement agreement, understanding or similar arrangement with respect to such Covered Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares or would otherwise prevent or disable such Stockholder from performing at any of such Stockholder’s obligations under this Agreement. Any action taken in violation time prior to consummation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1) Transfers by will Merger or by operation of Law or other Transfers for estate-planning purposes, (2) with respect to such Stockholder’s Parent Options (and any Shares underlying such Parent Options) which expire on or prior to the Expiration Date, Transfers of as defined herein, except that a Stockholder may transfer its Shares to Parent (or effecting a “net exercise” of a Parent Option) as payment for the (i) exercise price of such Stockholder’s Parent Options Permitted Transferee if, and (ii) taxes applicable to the exercise of such Stockholder’s Parent Options, (3) with respect to such Stockholder’s Parent Restricted Stock Awardsonly if, (i) prior to such transfer, the Stockholder notifies Parent in writing of the identity of such Permitted Transferee, represents that such transferee is a Permitted Transferee and provides any information reasonably requested by Parent in order to confirm that such transferee is a Permitted Transferee, (ii) prior to such transfer such Permitted Transferee executes a copy of this Agreement agreeing to be bound by the terms hereof and (iii) such transfer is made in accordance with all applicable law (including any applicable federal and state securities laws), provided that no such transfer shall be made if the Company would be required to register any Shares under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended or any similar state securities laws or if the Company would become subject to the Investment Company Act of 1940, as amended. The "Expiration Date" shall mean the date on which the Merger Agreement shall have been terminated pursuant to Article VII of the Merger Agreement. "Permitted Transferee" shall mean, subject to this Section 1, in the case of any Stockholder, the person or entity to whom the following transfers for are made: (A) a transfer made by such Stockholder to such Stockholder's spouse, parents or direct lineal descendants or a trust, the net settlement beneficiaries of which include only such Stockholder's spouse, parents or direct lineal descendants; (B) a transfer made by such Stockholder to a bonafide charitable organization within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended; (C) a transfer made by a pro-rata distribution of such Shares to holders of equity interests in such Stockholder; and (D) a transfer made by such Stockholder to an employee of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4) if Stockholder is an entity, partnership or limited liability company. In addition, a Transfer "Permitted Transferee" shall include, subject to one or more equityholdersthis Section 1, partners or members of Stockholder or the entities to an affiliated person, corporation, trust or other entity controlling or under common control with Stockholder, or if Stockholder is a trust, whom the following transfers are made (A) a transfer by C. Xxxx Xxxxxx to a beneficiary, provided that in each such case the applicable transferee has signed this Agreement, (5) make Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlementXxxxxx Controlled Entity, and (6B) Transfers as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer of any Shares covered hereby shall occur (including a Transfer permitted by Section 4(1) through Section 4(5), sale transfer by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, and as a condition of receipt if such Transfer or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.Xxxxxx

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) on) any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, (b) deposit any Covered Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contractcontract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any right, title, or interest (including Liens on) any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares preventing or would otherwise prevent or disable such disabling Stockholder from performing any of such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1a) Transfers transfers by will or by operation of Law law or other Transfers transfers for estate-planning purposes, in which case this Agreement shall bind the transferee and transferee shall sign a voting agreement in substantially the form hereof, (2b) with respect to such Stockholder’s Parent Company Options (and any Shares underlying such Parent Options) which expire on or prior to the Expiration Date, Transfers transfers, sale, or other disposition of Shares to Parent (or effecting a “net exercise” of a Parent Option) the Company as payment for the (i) exercise price of such Stockholder’s Parent Company Options and (ii) taxes applicable to the exercise of such Stockholder’s Parent Company Options, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4c) if Stockholder is an entity, a partnership or limited liability company, a Transfer transfer to one or more equityholders, partners or members of Stockholder or to an affiliated person, corporation, trust or other business entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed this Agreementa voting agreement in substantially the form hereof relating to the transferred Shares, (5d) make Transfers any transfer to another holder of the capital stock of the Company that occur by operation of law pursuant has signed a voting agreement in substantially the form hereof relating to a qualified domestic relations order or in connection with a divorce settlementthe transferred Shares, and (6e) Transfers as the Company Targacept may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer of any Shares covered hereby shall occur (including a Transfer permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, and as a condition of receipt if such Transfer or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each the Stockholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of any Shares (including, without limitation, by the creation of any Liens a Lien (as defined in Section 5(c) below) in respect thereto)), or offer to do any of the foregoing (each, a “Transfer”) any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, ; (b) deposit any Covered Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered any Shares or grant any proxy or power of attorney with respect thereto (other than this Agreementexcept as provided herein), ; or (c) enter into any Contractcontract, option, commitment commitment, or other arrangement or understanding with respect to the direct or indirect Transfer any rightsale, titletransfer, assignment, or interest other disposition of any Shares (including any right including, without limitation, by the creation of a Lien in respect thereto) other than as contemplated hereby or power to vote to which by the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, Merger Agreement; or (d) take any action that would reasonably be expected to make any representation or warranty of such the Stockholder contained herein untrue or incorrect or have the effect of restricting preventing, impairing, or disabling the Stockholder’s legal power, authority and right to vote all of the Covered Shares or would otherwise prevent or disable such Stockholder from performing any of such the Stockholder’s 's obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each the Stockholder may make transfers (1i) Transfers if Stockholder is an individual, by will or by operation of Law law or other Transfers to a trust for estate-planning purposesthe benefit of Stockholder or any member of Stockholder's immediate family, (2) with respect to in which case this Agreement shall bind the transferee, and provided that, in the case of such Stockholder’s Parent Options (a transfer, prior thereto and any Shares underlying such Parent Options) which expire on or prior as a condition to the Expiration Date, Transfers of Shares to Parent (or effecting a “net exercise” of a Parent Option) as payment for the (i) exercise price effectiveness of such Stockholder’s Parent Options transfer, the transferee shall have agreed in writing, in a matter reasonably acceptable in form and (ii) taxes applicable substance to Parent, to accept the Shares subject to the exercise terms and conditions of this Agreement and to be bound by this Agreement and to agree and acknowledge that such Stockholder’s Parent Optionstransferee shall constitute a Stockholder for all purposes of this Agreement, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s as Parent Restricted Stock Awards, may otherwise consent in writing in its sole and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4) absolute discretion. Parent's consent shall be required but not unreasonably withheld or delayed if Stockholder is an entity, a partnership or limited liability company, a Transfer company and requests to transfer Shares to one or more equityholders, partners or members of Stockholder or to an affiliated person, corporation, trust or other entity controlling or corporation under common control with Stockholder, or if Stockholder is a trustin which case this Agreement shall bind the transferee, a transfer to a beneficiary, and provided that in each such case the applicable transferee has signed this Agreement, (5) make Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, and (6) Transfers as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer of any Shares covered hereby shall occur (including a Transfer permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, prior thereto and as a condition to the effectiveness of receipt if such Transfer or saletransfer, the transferee shall sign have agreed in writing, in a written acknowledgement matter reasonably acceptable in form and substance to Parent, to accept the Shares subject to the terms and conditions of this Agreement and to be bound by this Agreement and to agree and acknowledge that such applicability or transferee shall constitute a joinder heretoStockholder for all purposes of this Agreement.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledgeoffer, exchange, giftassign, grant, or placement in trust pledge or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) on) any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, (b) deposit any Covered Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contractcontract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any right, title, or interest (including Liens on) any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares preventing or would otherwise prevent or disable such disabling Stockholder from performing any of such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1a) Transfers transfers by will or by operation of Law law or other Transfers transfers for estate-planning purposes, in which case this Agreement shall bind the transferee and transferee shall sign a voting agreement in substantially the form hereof, (2b) with respect to such Stockholder’s Parent Company Options (and any Shares underlying such Parent Options) which expire on or prior to the Expiration Date, Transfers transfers, sale, or other disposition of Shares to Parent (or effecting a “net exercise” of a Parent Option) the Company as payment for the (i) exercise price of such Stockholder’s Parent Company Options and (ii) taxes applicable to the exercise of such Stockholder’s Parent Company Options, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4c) if Stockholder is an entity, a partnership or limited liability company, a Transfer transfer to one or more equityholders, partners or members of Stockholder or to an affiliated person, corporation, trust or other business entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed this Agreementa voting agreement in substantially the form hereof relating to the transferred Shares, (5d) make Transfers any transfer to another holder of the capital stock of the Company that occur by operation of law pursuant has signed a voting agreement in substantially the form hereof relating to a qualified domestic relations order or in connection with a divorce settlementthe transferred Shares, and (6e) Transfers as the Company Synta may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer of any Shares covered hereby shall occur (including a Transfer permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, and as a condition of receipt if such Transfer or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) any right, title, or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered Shares, (b) deposit any Covered Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contractcontract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any right, title, Liens) any Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares preventing or would otherwise prevent or disable such disabling Stockholder from performing any of such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1a) Transfers transfers by will or by operation of Law law or other Transfers transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2b) with respect to such Stockholder’s Parent Company Options (and any Shares underlying such Parent Options) which expire on or prior to the Expiration Date, Transfers transfers, sale, or other disposition of Shares to Parent (or effecting a “net exercise” of a Parent Option) the Company as payment for the (i) exercise price of such Stockholder’s Parent Company Options and (ii) taxes applicable to the exercise of such Stockholder’s Parent Company Options, (3c) with respect to such Stockholder’s Parent Restricted Stock AwardsCompany RSUs, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards Company RSUs settled in Shares (to pay any tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock AwardsCompany RSUs, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4d) if Stockholder is an entity, a partnership or limited liability company, a Transfer transfer to one or more equityholders, partners or members of Stockholder or to an affiliated person, corporation, trust or other business entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed this Agreementa voting agreement in substantially the form hereof, (5e) make Transfers transfers to another holder of the capital stock of the Company that occur by operation of law pursuant to has signed a qualified domestic relations order or voting agreement in connection with a divorce settlementsubstantially the form hereof, and (6f) Transfers transfers, sales or other dispositions as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer of any Shares covered hereby shall occur (including a Transfer permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, and as a condition of receipt if such Transfer or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) any right, title, Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, (b) deposit any Covered Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any right, title, Liens) any Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares preventing or would otherwise prevent or disable disabling such Stockholder from performing any of such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1) Transfers transfers by will or by operation of Law or other Transfers transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to such Stockholder’s Parent Q32 Options (and any Shares underlying such Parent Q32 Options) which expire on or prior to the Expiration Date, Transfers transfers, sale, or other disposition of Shares to Parent the Company (or effecting a “net exercise” of a Parent Q32 Option) as payment for the (i) exercise price of such Stockholder’s Parent Q32 Options and (ii) taxes applicable to the exercise of such Stockholder’s Parent Q32 Options, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4) if Stockholder is an entity, partnership or limited liability company, a Transfer transfer to one or more equityholders, partners or members of Stockholder or to an affiliated Affiliated person, corporation, trust or other entity Entity controlling or under common control with StockholderStockholder [(including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by or under common control with such manager or managing member or general partner or management company of the undersigned)]1, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed this Agreementa voting agreement in substantially the form hereof, (54) make Transfers transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, and (65) Transfers transfers, sales or other dispositions as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer transfer of any Shares covered hereby shall occur (including a Transfer transfer or disposition permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Stockholder and as has not executed a condition of receipt if such Transfer counterpart hereof or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto. 1 The bracketed language is applicable to certain institutional investors.

Agreement to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell, assign (directly or indirectly)assign, transfer, tender, pledge, exchange, gift, grant, or placement in trust or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)), or offer to do any of the foregoing (each, a “Transfer”) any right, title, Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, (b) deposit any Covered Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Covered Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any right, title, Liens) any Shares or interest (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) to any Covered New Shares, or (d) take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Covered Shares preventing or would otherwise prevent or disable disabling such Stockholder from performing any of such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1) Transfers transfers by will or by operation of Law or other Transfers transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to such Stockholder’s Parent Q32 Options (and any Shares underlying such Parent Q32 Options) which expire on or prior to the Expiration Date, Transfers transfers, sale, or other disposition of Shares to Parent the Company (or effecting a “net exercise” of a Parent Q32 Option) as payment for the (i) exercise price of such Stockholder’s Parent Q32 Options and (ii) taxes applicable to the exercise of such Stockholder’s Parent Q32 Options, (3) with respect to such Stockholder’s Parent Restricted Stock Awards, (i) transfers for the net settlement of such Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay tax withholding obligations) or (ii) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of such settlement, (4) if Stockholder is an entity, partnership or limited liability company, a Transfer transfer to one or more equityholders, partners or members of Stockholder or to an affiliated Affiliated person, corporation, trust or other entity Entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed this Agreementa voting agreement in substantially the form hereof, (54) make Transfers transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, and (65) Transfers transfers, sales or other dispositions as the Company may otherwise agree in writing in its sole discretion. If any voluntary or involuntary Transfer transfer of any Shares covered hereby shall occur (including a Transfer transfer or disposition permitted by Section 4(1) through Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Stockholder and as has not executed a condition of receipt if such Transfer counterpart hereof or sale, the transferee shall sign a written acknowledgement of such applicability or a joinder hereto.