Common use of No Inconsistent Arrangements Clause in Contracts

No Inconsistent Arrangements. Prior to termination of this Agreement, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the Stockholder, would have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers of the Subject Shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, (B) make Transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations of this Agreement), or (D) make Transfers not involving a change in beneficial ownership; provided, that, with respect to clauses (A), (B) and (D) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A), (B) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (E) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on the date of this Agreement; provided that such pledge or encumbrance does not impact the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Prior to termination of this Except as provided hereunder or under the Merger Agreement, the Stockholder Shareholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) Law or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the StockholderShareholder, would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing the Stockholder Shareholder from performing the StockholderShareholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder Shareholder may (A) make Transfers transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Stockholder Shareholder or the immediate family of the StockholderShareholder, (B) make Transfers transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Shareholder, (C) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the StockholderShareholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations estates of this Agreement)any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Shareholder, (D) make Transfers transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, and (F) if the Shareholder is a trust, make transfers or dispositions to any beneficiary of the Shareholder or the estate of any such beneficiary; provided, provided that, with respect to clauses (A), (B) and (D) abovein each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder Shareholder or the transferee provides the Company with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A)Transfer, (B) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (Eii) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on Shareholder may take all actions reasonably necessary to consummate the date of this Agreement; provided that such pledge or encumbrance does not impact the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this AgreementContemplated Transactions. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Prior Except as provided hereunder or under the Merger Agreement, prior to termination of this Agreementthe Expiration Time, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance Lien other than restrictions imposed (i) by Law, (ii) Law or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, ; (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, ; (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, ; (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, ; or (e) take any action that, to the knowledge of the Stockholder, would make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect or have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers of Transfer Subject Shares as a bona fide charitable contribution, gift or donation; (B) Transfer the Subject Shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder; (C) Transfer the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder; (BD) make Transfers of Transfer the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations estates of this Agreement)any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder; (DE) make Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement; (F) make Transfers not involving a change in beneficial ownership; provided(G) if the Stockholder is a trust, Transfer the Subject Shares to any beneficiary of the Stockholder or the estate of any such beneficiary; (H) exercise an option or warrant to purchase Common Stock or settle a restricted stock unit or other equity award (including a net or cashless exercise of such option or warrant); (I) Transfer Common Stock to Parent to cover tax withholding obligations of the Stockholder in connection with the vesting, settlement or exercise of any options, warrants, restricted stock units or other equity awards, as applicable; (J) Transfer Common Stock with the prior written consent of Parent; provided that, with respect to clauses (A), ) through (B) and (DJ) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company Parent with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer; provided further, that in each case, the underlying shares of Common Stock shall continue to be subject to the restrictions on Transfer set forth in this Agreement notwithstanding that such transferee has not executed a counterpart hereof or joinder hereto; or (it being understood and agreed K) Transfer Common Stock to another holder of capital stock of Parent that has signed a support agreement in the same form as this Agreement. The Stockholder agrees that any purported Transfer described in clauses shares of capital stock or other equity voting securities of Parent that such Stockholder acquires or with respect to which such Stockholder otherwise acquires sole or shared voting power (Aincluding any proxy) after the execution of this Agreement and prior to the Expiration Time (as defined below), including, without limitation, by gift, succession, in the event of a stock split or as a dividend or distribution of any Shares (B) or (D) that fails “New Shares”), shall be subject to satisfy the requirements terms and conditions of this proviso shall be null and void ab initio); and (E) pledge or otherwise encumber Agreement to the same extent as if they constituted the Subject Shares in connection with third party credit facilities in existence on the date of this Agreement; provided that such pledge or encumbrance does not impact the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this AgreementShares. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Prior Except as provided hereunder or under the Merger Agreement, prior to termination of this Agreementthe Expiration Time, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance Lien other than restrictions imposed (i) by Law, (ii) Law or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, ; (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, ; (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, ; (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, ; or (e) take any action that, to the knowledge of the Stockholder, would make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect or have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers of Transfer Subject Shares as a bona fide charitable contribution, gift or donation; (B) Transfer the Subject Shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder; (C) Transfer the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder; (BD) make Transfers of Transfer the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations estates of this Agreement)any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder; (DE) make Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement; (F) make Transfers not involving a change in beneficial ownership; provided(G) if the Stockholder is a trust, Transfer the Subject Shares to any beneficiary of the Stockholder or the estate of any such beneficiary; (H) exercise an option or warrant to purchase Company Common Stock or settle a restricted stock unit or other equity award (including a net or cashless exercise of such option or warrant); (I) Transfer Company Common Stock to the Company to cover tax withholding obligations of the Stockholder in connection with the vesting, settlement or exercise of any options, warrants, restricted stock units or other equity awards, as applicable; (J) Transfer Company Common Stock with the prior written consent of Parent; provided that, with respect to clauses (A), ) through (B) and (DJ) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company Parent with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer; provided further, that in each case, the underlying shares of Company Common Stock shall continue to be subject to the restrictions on Transfer set forth in this Agreement notwithstanding that such transferee has not executed a counterpart hereof or joinder hereto; or (it being understood and agreed K) Transfer Company Common Stock to another holder of capital stock of the Company that has signed a support agreement in the same form as this Agreement. The Stockholder agrees that any purported Transfer described in clauses shares of capital stock or other equity voting securities of the Company that such Stockholder acquires or with respect to which such Stockholder otherwise acquires sole or shared voting power (Aincluding any proxy) after the execution of this Agreement and prior to the Expiration Time (as defined below), including, without limitation, by gift, succession, in the event of a stock split or as a dividend or distribution of any Shares (B) or (D) that fails “New Shares”), shall be subject to satisfy the requirements terms and conditions of this proviso shall be null and void ab initio); and (E) pledge or otherwise encumber Agreement to the same extent as if they constituted the Subject Shares in connection with third party credit facilities in existence on the date of this Agreement; provided that such pledge or encumbrance does not impact the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this AgreementShares. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Prior to termination of this Except as expressly permitted or required hereunder or under the Merger Agreement, the Stockholder shall notagrees not to, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) applicable Law or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take any action that, to the knowledge that would make any representation or warranty of the StockholderStockholder herein untrue or incorrect in any material respect, would or have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (ix) the Stockholder may (A) make Transfers of the Subject Shares to any trust (i) by will, operation of law, or for the direct estate planning or indirect benefit of the Stockholder or the immediate family of the Stockholdercharitable purposes, (Bii) make Transfers of the Subject Shares to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under common control with the Stockholder or (Ciii) exercise if the Stockholder is a warrant (including a net trust, to any beneficiary of the Stockholder or cashless exercise the estate of any such warrant) to purchase Purchaser Shares (which Purchaser beneficiary; provided that in each such case, the Subject Shares shall continue to be “Subject Shares” subject to the obligations of bound by this Agreement), or (D) make Transfers not involving a change in beneficial ownership; provided, that, with respect to clauses (A), (B) Agreement and (D) above, the provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A)Transfer, (By) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (E) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on the date of this Agreement; provided that such pledge or encumbrance does not impact the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver respect to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (Meerkat Options which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject expire on or prior to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this Agreement. For purposes , the Stockholder may make Transfers of this the Subject Shares (i) to Meerkat as payment for the exercise price of the Stockholder’s Meerkat Options and (ii) as payment for taxes applicable to the exercise of the Stockholder’s Meerkat Options and (z) the Stockholder may take all actions reasonably necessary to consummate the transactions contemplated by the Merger Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Prior Except as provided hereunder or under the Merger Agreement, prior to termination of this AgreementParent obtaining the Required Parent Stockholder Vote, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) Law or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, ; (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, ; (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, ; (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, ; or (e) take any action that, to the knowledge of the Stockholder, would make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect or have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers of Transfer Subject Shares as a bona fide charitable contribution, gift or donation; (B) Transfer the Subject Shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder; (C) Transfer the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder; (BD) make Transfers of Transfer the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations estates of this Agreement)any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder; (DE) make Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (F) make Transfers not involving a change in beneficial ownership; provided(G) if the Stockholder is a trust, Transfer Subject Shares to any beneficiary of the Stockholder or the estate of any such beneficiary; (H) exercise an option or warrant to purchase Parent Shares or settle a restricted stock unit or other equity award (including a net or cashless exercise of such option or warrant); (I) Transfer Parent Shares to Parent to cover tax withholding obligations of the Stockholder in connection with the vesting, settlement or exercise of any options, warrants, restricted stock units or other equity awards, as applicable, provided that in each such case, the underlying Parent Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement; (J) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act (“10b5-1 Plan”) for the Transfer of Parent Shares; (K) Transfer Parent Shares to Parent pursuant to arrangements under which Parent has the option to repurchase such Parent Shares; and (L) Transfer the Subject Shares in open market transactions (including, without limitation, the establishment of a 10b5-1 Plan and any Transfers pursuant to such 10b5-1 Plan) during the Restricted Period to generate such amount of net proceeds to the Stockholder from such Transfer (after deducting commissions) in an aggregate amount up to the total amount of taxes or estimated taxes (as applicable) that become due as a result of the vesting and/or settlement of restricted stock units held by the Stockholder that are scheduled to vest and/or settle immediately prior to or during the term of this Agreement; provided that, with respect to clauses (A), ) through (B) and (DG) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed Transfer; provided, further that any purported Transfer described in clauses (A), (B) no filing under the Exchange Act or (D) that fails to satisfy the requirements of this proviso other public announcement shall be null and void ab initio); and (E) pledge required or otherwise encumber the Subject Shares shall be made voluntarily in connection with third party credit facilities such Transfer (other than filings made in existence on the date respect of this Agreement; provided that such pledge or encumbrance does not impact the validityinvoluntary Transfers and, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment clause (L), filings under Section 16(a) of a receiver the Exchange Act shall only be permissible if such filing clearly indicates in the footnotes thereto that the filing relates to securities being sold to generate net proceeds up to the Stockholder’s assets total amount of taxes or estimated taxes (as part of bankruptcy proceedings), the transferee (which term, applicable) that become due as used herein, shall include the initial transferee and any and all subsequent transferees a result of the initial transferee) vesting and/or settlement of Parent equity awards); provided that reasonable notice shall take be provided to Parent prior to any such filing and hold such Subject that the underlying Parent Shares shall continue to be subject to all of the restrictions, liabilities and rights under restrictions on Transfer set forth in this Agreement, which shall continue in full force and effect until the termination of this AgreementAgreement (other than with respect to Transfers pursuant to clause (L)). For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Prior Except as expressly permitted or required hereunder or under the Merger Agreement or to termination of this Agreementthe extent applicable, except as expressly permitted or required under the Stockholder Escrow Agreement and the Letter Agreement , such Shareholder shall not, directly or indirectly, without Parent’s prior written consent, (a) create any Encumbrance Lien other than restrictions imposed (i) by Law, (ii) applicable Law or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the of such Shareholder’s Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the such Shareholder’s Subject Shares, (d) deposit or permit the deposit of the such Shareholder’s Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the such Shareholder’s Subject Shares, Shares or (e) take any action that, to the knowledge that would make any representation or warranty of the StockholderShareholder herein untrue or incorrect in any material respect, would or have the effect of preventing the Stockholder Shareholder from performing the Stockholdersuch Shareholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder Shareholder may (A) make Transfers of the such Shareholder’s Subject Shares to any trust (x) by will, operation of law, or for the direct estate planning or indirect benefit of the Stockholder or the immediate family of the Stockholdercharitable purposes, (By) make Transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholdersuch Shareholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations estates of this Agreement)any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with such Shareholder, or (Dz) make Transfers not involving if such Shareholder is a change trust, to any beneficiary of such Shareholder or the estate of any such beneficiary; provided that in beneficial ownership; provided, that, with respect to clauses (A), (B) and (D) aboveeach such case, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder such Shareholder or the transferee provides the Company with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A), (B) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (E) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on the date of this Agreement; provided that such pledge or encumbrance does not impact the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousinTransfer.

No Inconsistent Arrangements. Prior to termination of this Except as provided hereunder or under the Merger Agreement, the Stockholder such Securityholder shall not, directly or indirectly, (ai) create or permit to exist any Encumbrance other than restrictions imposed (i) by LawLien on any of its Subject Securities, except for pledges of Subject Securities that will be released in connection with the sale of such Subject Securities pursuant to the Offer or the OP Offer, (ii) pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer oftransfer of such Subject Securities or Subject Options, the Subject Shares or any interest therein, (ciii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the such Subject Shares, Securities or Subject Options (div) deposit or permit the deposit of the such Subject Shares Securities or Subject Options, into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to such Subject Securities or (v) take or permit any other action that would in any way restrict, limit or interfere with the Subject Sharesperformance of its obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Securityholder herein untrue or incorrect; provided that the actions described in clauses (i) and (ii) above shall be permitted hereunder in the event such action is (A) imposed by applicable Law or required pursuant to this Agreement, or (eB) take a result of any action that, donative transfer to the knowledge any immediate family member of the StockholderSecurityholder, would have any charity to which the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall Securityholder wishes to contribute and/or any entity controlled by such family member or charity, or a trust, including, but not prevent any director or officer of Purchaserlimited to, in such capacitya charitable remainder trust, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers of the Subject Shares to any trust for the direct or indirect exclusive benefit of the Stockholder or the Securityholder, any immediate family member of the StockholderSecurityholder, (B) make Transfers of any charity to which the Subject Shares Securityholder wishes to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of contribute and/or any entity controlled by such warrant) trusts; provided further that prior to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations of this Agreement), or (D) make Transfers not involving a change in beneficial ownership; provided, that, with respect to clauses (A), (B) and (D) abovesuch transfer, the transferee agrees shall agree in writing to be bound by the terms and conditions of this Agreement hereof (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company with a copy of which written agreement shall promptly be provided to Purchaser) and such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A), (B) or (D) that fails to satisfy transfer shall not relieve the requirements of this proviso shall be null and void ab initio); and (E) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on the date of this Agreement; provided that such pledge or encumbrance does not impact the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer Securityholder of any of the Subject Shares shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousinits obligations hereunder.

No Inconsistent Arrangements. Prior Except as provided hereunder or under the Merger Agreement, prior to termination of this Agreementthe Effective Time, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) Law or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, ; (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, ; (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, ; (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, ; or (e) take any action that, to the knowledge of the Stockholder, would have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers of Transfer Subject Shares as a bona fide charitable contribution, gift or donation; (B) Transfer the Subject Shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder; (C) Transfer the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder; (BD) make Transfers of Transfer the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations estates of this Agreement)any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder; (DE) make Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (F) make Transfers not involving a change in beneficial ownership; provided(G) if the Stockholder is a trust, Transfer the Subject Shares to any beneficiary of the Stockholder or the estate of any such beneficiary; (H) exercise an option or warrant to purchase Parent Shares or settle a restricted stock unit or other equity award (including a net or cashless exercise of such option or warrant); (I) Transfer Parent Shares to Parent to cover tax withholding obligations of the Stockholder in connection with the vesting, settlement or exercise of any options, warrants, restricted stock units or other equity awards, as applicable, provided that the underlying Parent Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement; (J) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the Transfer of Parent Shares; and (K) Transfer Parent Shares to Parent pursuant to arrangements under which Parent has the option to repurchase such Parent Shares; provided that, with respect to clauses (A), ) through (B) and (DG) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed Transfer; provided, further that any purported Transfer described in clauses (A), (B) no filing under the Exchange Act or (D) that fails to satisfy the requirements of this proviso other public announcement shall be null and void ab initio); and (E) pledge required or otherwise encumber the Subject Shares shall be made voluntarily in connection with third party credit facilities such Transfer (other than filings made in existence on the date respect of this Agreementinvoluntary Transfers); provided that reasonable notice shall be provided to Parent prior to any such pledge or encumbrance does not impact filing and that that the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject underlying Parent Shares shall occur (such as in the case of appointment of a receiver continue to be subject to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue restrictions on Transfer set forth in full force and effect until the termination of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Prior Except as provided hereunder or under the Merger Agreement, prior to termination of this Agreementthe Effective Time, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) Law or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, ; (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, ; (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, ; (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, ; or (e) take any action that, to the knowledge of the Stockholder, would make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect or have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers of Transfer Subject Shares as a bona fide charitable contribution, gift or donation; (B) Transfer the Subject Shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder; (C) Transfer the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder; (BD) make Transfers of Transfer the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations estates of this Agreement)any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder; (DE) make Transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement; (F) make Transfers not involving a change in beneficial ownership; provided(G) if the Stockholder is a trust, Transfer Subject Shares to any beneficiary of the Stockholder or the estate of any such beneficiary; (H) exercise an option or warrant to purchase Company Shares or settle a restricted stock unit or other equity award (including a net or cashless exercise of such option or warrant); (I) Transfer Company Shares to the Company to cover tax withholding obligations of the Stockholder in connection with the vesting, settlement or exercise of any options, warrants, restricted stock units or other equity awards, as applicable, provided that in each case, the underlying Company Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement; (J) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Company Shares; and (K) Transfer Company Shares to the Company pursuant to arrangements under which the Company has the option to repurchase such Company Shares; provided that, with respect to clauses (A), ) through (B) and (DG) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company Parent with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed Transfer; provided, further that any purported Transfer described in with respect to clauses (A), ) through (BC) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (E) pledge through (G) above, no filing under the Exchange Act or otherwise encumber the Subject Shares other public announcement shall be required or shall be made voluntarily in connection with third party credit facilities such Transfer (other than filings made in existence on the date respect of this Agreementinvoluntary Transfers); provided that reasonable notice shall be provided to Parent prior to any such pledge or encumbrance does not impact filing and that the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject underlying Company Shares shall occur (such as in the case of appointment of a receiver continue to be subject to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue restrictions on Transfer set forth in full force and effect until the termination of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Prior Except as provided hereunder or under the Merger Agreement, prior to termination of this AgreementPubCo obtaining the Required PubCo Stockholder Vote, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) Law or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the Stockholder, would have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, (B) make Transfers transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder, (C) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder, (CD) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, (F) if the Stockholder is a trust, make transfers or dispositions to any beneficiary of the Stockholder or the estate of any such beneficiary, (G) exercise a an option or warrant (including a net or cashless exercise of such option or warrant) to purchase Purchaser PubCo Shares, and (H) Transfer PubCo Shares (which Purchaser to PubCo to cover tax withholding obligations of the Stockholder in connection with any option exercise or the vesting of any restricted stock or restricted stock unit award, provided that the underlying PubCo Shares shall continue to be “Subject Shares” subject to the obligations of restrictions on transfer set forth in this Agreement), or (D) make Transfers not involving a change in beneficial ownership; provided, that, with . With respect to clauses (A), ) through (B) and (DF) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed Transfer, provided, further that any purported Transfer described in clauses (A), (B) no filing under the Exchange Act or (D) that fails to satisfy the requirements of this proviso other public announcement shall be null and void ab initio); and (E) pledge required or otherwise encumber the Subject Shares shall be made voluntarily in connection with third party credit facilities in existence on the date establishment of this Agreement; such an agreement, provided that reasonable notice shall be provided to PubCo prior to any such pledge or encumbrance does not impact filing and that that the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject underlying PubCo Shares shall occur (such as in the case of appointment of a receiver continue to be subject to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue restrictions on transfer set forth in full force and effect until the termination of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Prior to termination of this Except as provided hereunder or under the Merger Agreement, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) Legal Requirements or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the Stockholder, would make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Stockholder from performing the Stockholder’s its obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, (BC) make Transfers transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder, (D) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations estates of this Agreement)any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder, (DE) make Transfers transfers of the Subject Shares that occur by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement, (F) make transfers or dispositions of the Subject Shares not involving a change in beneficial ownership; provided, (G) if the Stockholder is a trust, make transfers or dispositions of the Subject Shares to any beneficiary of the Stockholder or the estate of any such beneficiary, provided that, with respect to clauses (A), (B) and (D) abovein each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company Opexa with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A), (B) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (Eii) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on Stockholder may take all actions reasonably necessary to consummate the date of this Agreement; provided that such pledge or encumbrance does not impact Contemplated Transactions, including effecting the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousinPreferred Stock Conversion.

No Inconsistent Arrangements. Prior Except as provided hereunder or under the Merger Agreement, prior to termination of this AgreementCompany obtaining the Company Requisite Stockholder Vote, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) Law or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the Stockholder, would have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, (B) make Transfers transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder, (C) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder, (CD) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, (F) if the Stockholder is a trust, make transfers or dispositions to any beneficiary of the Stockholder or the estate of any such beneficiary, (G) exercise a an option or warrant (including a net or cashless exercise of such option or warrant) to purchase Purchaser Company Shares, (H) Transfer Company Shares (which Purchaser to Company to cover tax withholding obligations of the Stockholder in connection with any option exercise or the vesting of any restricted stock or restricted stock unit award, provided that the underlying Company Shares shall continue to be “Subject Shares” subject to the obligations of restrictions on transfer set forth in this Agreement), or and (DI) make Transfers not involving establish a change in beneficial ownershiptrading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Company Shares; provided, provided that, with respect to clauses (A), ) through (B) and (DF) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company Parent with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed Transfer, provided, further that any purported Transfer described in clauses (A), (B) no filing under the Exchange Act or (D) that fails to satisfy the requirements of this proviso other public announcement shall be null and void ab initio); and (E) pledge required or otherwise encumber the Subject Shares shall be made voluntarily in connection with third party credit facilities in existence on the date establishment of this Agreement; such a plan, provided that reasonable notice shall be provided to the Parent prior to any such pledge or encumbrance does not impact filing and that that the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject underlying Company Shares shall occur (such as in the case of appointment of a receiver continue to be subject to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue restrictions on transfer set forth in full force and effect until the termination of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Prior to termination of this Except as expressly permitted or required hereunder or under the Merger Agreement, the Stockholder shall notagrees not to, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) applicable Law or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take any action that, to the knowledge that would make any representation or warranty of the StockholderStockholder herein untrue or incorrect in any material respect, would or have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (ix) the Stockholder may (A) make Transfers of the Subject Shares to any trust (i) by will, operation of law, or for the direct estate planning or indirect benefit of the Stockholder or the immediate family of the Stockholdercharitable purposes, (Bii) make Transfers of the Subject Shares to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under common control with the Stockholder or (Ciii) exercise if the Stockholder is a warrant (including a net trust, to any beneficiary of the Stockholder or cashless exercise the estate of any such warrant) to purchase Purchaser Shares (which Purchaser beneficiary; provided that in each such case, the Subject Shares shall continue to be “Subject Shares” subject to the obligations of bound by this Agreement), or (D) make Transfers not involving a change in beneficial ownership; provided, that, with respect to clauses (A), (B) Agreement and (D) above, the provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A)Transfer, (By) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (E) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on the date of this Agreement; provided that such pledge or encumbrance does not impact the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver respect to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (WPCS Options which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject expire on or prior to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this Agreement. For purposes , the Stockholder may make Transfers of this the Subject Shares (i) to WPCS as payment for the exercise price of the Stockholder’s WPCS Options and (ii) as payment for taxes applicable to the exercise of the Stockholder’s WPCS Options and (z) the Stockholder may take all actions reasonably necessary to consummate the transactions contemplated by the Merger Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Prior to termination Except as provided hereunder or under the Plan of this AgreementMerger, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance encumbrance other than restrictions imposed (i) by Law, (ii) pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the Stockholder, would make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any member of the immediate family of the Stockholders or to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, (BC) make Transfers transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder, (D) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations estates of this Agreement)any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder, (DE) make Transfers transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (F) make transfers or dispositions not involving a change in beneficial ownership, and (G) if the Stockholder is a trust, make transfers or dispositions to any beneficiary of the Stockholder or the estate of any such beneficiary; provided, provided that, with respect to clauses (A), (B) and (D) abovein each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company Twin Vee Co. with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A), (B) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (Eii) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on Stockholder may take all actions reasonably necessary to consummate the date of this Agreement; provided that such pledge or encumbrance does not impact the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this AgreementMerger. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Prior to termination of this Except as provided hereunder or under the Merger Agreement, unless this Agreement shall have terminated pursuant to Section 4.1, the Stockholder Stockholders shall not, directly or indirectly, (a) create or permit to exist any Encumbrance Lien on any Subject Shares, other than restrictions imposed (i) by Law, (ii) applicable Law or pursuant to this AgreementAgreement or otherwise that would not reasonably be expected to prevent or materially delay the consummation by any of the Stockholders of the transactions contemplated by this Agreement in any material respect (collectively, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights AgreementPermitted Liens”), on any Subject Shares, (b) transfer, sell, assign, gift gift, hedge, pledge or otherwise dispose of (collectively, “Transfer”)of, or enter into any contract contract, or any derivative transaction or similar transaction, with respect to any Transfer of, transfer of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject SharesShares other than as contemplated by this Agreement or the Proxy Statement, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a tender, support, voting or similar agreement or arrangement with respect to the Subject Shares, or (e) tender the Subject Shares to any tender offer or (f) otherwise take any action thataction, or enter into or commit or agree to the knowledge enter into any arrangement, agreement or undertaking, with respect to any of the StockholderSubject Shares that would restrict, would have the effect limit, interfere with or otherwise adversely affect timely performance of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation Stockholders of their respective obligations under this Agreement (any of the actions referenced in the foregoing sentence shall be null and void ab initioclauses (a)-(f), collectively, (“Transfer”). Notwithstanding the foregoing, each Stockholder may make Transfers of Subject Shares (i) the Stockholder may by will, (ii) for estate planning purposes, (iii) for charitable purposes or as charitable gifts or donations or (iv) to any of his or her controlled Affiliates, in each of cases (i)-(iv), provided that (A) make Transfers of the Subject Shares shall continue to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, be bound by this Agreement following such Transfer and (B) make Transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise each transferee that is not a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations of this Agreement), or (D) make Transfers not involving a change in beneficial ownership; provided, that, with respect to clauses (A), (B) and (D) above, the transferee party hereto agrees in writing to be bound by the terms and conditions of this Agreement (and provides Agreement; provided further that the foregoing proviso shall not apply to the Purchaser the irrevocable proxy with respect to the Transferred any Subject Shares on transferred following the terms set forth in Section 1.4) and either the receipt of Company Stockholder Approval for charitable purposes or the transferee provides the Company with as a copy of such agreement (and irrevocable proxy) promptly upon consummation of any charitable gift, which Subject Shares shall cease to be bound by this Agreement following such Transfer (it being understood and agreed that any purported each a “Permitted Transfer”). Any Transfer described in clauses (A), (B) or (D) that fails to satisfy the requirements attempted Transfer of this proviso shall be null and void ab initio); and (E) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on the date violation of this Agreement; provided that such pledge or encumbrance does not impact the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares Agreement shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousinbe void ab initio.

No Inconsistent Arrangements. Prior to termination of this Except as provided hereunder or under the Merger Agreement, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) Legal Requirements or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the Stockholder, would make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Stockholder from performing the Stockholder’s its obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, (BC) make Transfers transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder, (D) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations estates of this Agreement)any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder, (DE) make Transfers transfers that occur by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement, (F) make transfers or dispositions not involving a change in beneficial ownership; , (G) if the Stockholder is a trust, make transfers or dispositions to any beneficiary of the Stockholder or the estate of any such beneficiary, provided, that, with respect to clauses (A), (B) and (D) abovein each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company Monster with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A)Transfer, (B) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (Eii) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on Stockholder may take all actions reasonably necessary to consummate the date of this Agreement; provided that such pledge or encumbrance does not impact Contemplated Transactions, including, without limitation, effecting the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousinReverse Split.

No Inconsistent Arrangements. Prior to termination of this Except as provided hereunder or under the Merger Agreement, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) Legal Requirements or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the Stockholder, would make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Stockholder from performing the Stockholder’s its obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, (BC) make Transfers transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder, (D) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations estates of this Agreement)any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder, (DE) make Transfers transfers that occur by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement, (F) transfers or dispositions not involving a change in beneficial ownership; provided, (G) if the Stockholder is a trust, make transfers or dispositions to any beneficiary of the Stockholder or the estate of any such beneficiary, provided that, with respect to clauses (A), (B) and (D) abovein each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company Signal with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A), (B) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (Eii) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on Stockholder may take all actions reasonably necessary to consummate the date of this Agreement; provided that such pledge or encumbrance does not impact Contemplated Transactions, including, without limitation, effecting the validity, enforceability or exercisability conversion of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of ▇▇▇▇▇ Note and effecting the Subject Shares shall occur (such as in NASDAQ Reverse Split and the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousinMiragen Reverse Split.

No Inconsistent Arrangements. Prior to termination of this Except as expressly permitted or required hereunder or under the Merger Agreement, the Stockholder shall notagrees not to, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) applicable Law or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take any action that, to the knowledge that would make any representation or warranty of the StockholderStockholder herein untrue or incorrect in any material respect, would or have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (iA) the Stockholder may (A) make Transfers of the Subject Shares to any trust (i) by will, operation of law, or for the direct estate planning or indirect benefit of the Stockholder or the immediate family of the Stockholdercharitable purposes, (Bii) make Transfers of the Subject Shares to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under common control with the Stockholder or (Ciii) exercise if the Stockholder is a warrant (including a net trust, to any beneficiary of the Stockholder or cashless exercise the estate of any such warrant) to purchase Purchaser Shares (which Purchaser beneficiary; provided that in each such case, the Subject Shares shall continue to be “Subject Shares” subject to the obligations of bound by this Agreement), or (D) make Transfers not involving a change in beneficial ownership; provided, that, with respect to clauses (A), (B) Agreement and (D) above, the provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company WPCS with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood Transfer, and agreed that any purported Transfer described in clauses (A), (B) or (D) that fails the Stockholder may take all actions reasonably necessary to satisfy consummate the requirements of this proviso shall be null and void ab initio); and (E) pledge or otherwise encumber transactions contemplated by the Subject Shares in connection with third party credit facilities in existence on the date of this Merger Agreement; provided that such pledge or encumbrance does not impact the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Prior to termination of this Except as provided hereunder or under the Merger Agreement, the Stockholder Shareholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) Legal Requirements or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the StockholderShareholder, would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect, or have the effect of preventing the Stockholder Shareholder from performing the Stockholder’s its obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder Shareholder may (A) make Transfers transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Stockholder Shareholder or the immediate family of the StockholderShareholder, (BC) make Transfers transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Shareholder, (D) make transfers of the Subject Shares to stockholdersshareholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the StockholderShareholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations estates of this Agreement)any such shareholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Shareholder, (DE) make Transfers transfers of the Subject Shares that occur by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement, (F) make transfers or dispositions of the Subject Shares not involving a change in beneficial ownership; provided, (G) if the Shareholder is a trust, make transfers or dispositions of the Subject Shares to any beneficiary of the Shareholder or the estate of any such beneficiary, provided that, with respect to clauses (A), (B) and (D) abovein each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder Shareholder or the transferee provides the Company Acer with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A), (B) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (Eii) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on Shareholder may take all actions reasonably necessary to consummate the date of this Agreement; provided that such pledge or encumbrance does not impact Contemplated Transactions, including, without limitation, effecting the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousinNASDAQ Reverse Split.

No Inconsistent Arrangements. Prior Except as provided hereunder or under the Merger Agreement, prior to termination of this AgreementParent obtaining the Parent Requisite Stockholder Vote, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) Law or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the Stockholder, would have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, (B) make Transfers transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder, (C) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder, (CD) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (E) make transfers or dispositions not involving a change in beneficial ownership, (F) if the Stockholder is a trust, make transfers or dispositions to any beneficiary of the Stockholder or the estate of any such beneficiary, (G) exercise a an option or warrant (including a net or cashless exercise of such option or warrant) to purchase Purchaser Parent Shares, (H) Transfer Parent Shares (which Purchaser to Parent to cover tax withholding obligations of the Stockholder in connection with any option exercise or the vesting of any restricted stock or restricted stock unit award, provided that the underlying Parent Shares shall continue to be “Subject Shares” subject to the obligations of restrictions on transfer set forth in this Agreement), or and (DI) make Transfers not involving establish a change in beneficial ownershiptrading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Parent Shares; provided, provided that, with respect to clauses (A), ) through (B) and (DF) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed Transfer, provided, further that any purported Transfer described in clauses (A), (B) no filing under the Exchange Act or (D) that fails to satisfy the requirements of this proviso other public announcement shall be null and void ab initio); and (E) pledge required or otherwise encumber the Subject Shares shall be made voluntarily in connection with third party credit facilities in existence on the date establishment of this Agreement; such a plan, provided that reasonable notice shall be provided to Parent prior to any such pledge or encumbrance does not impact filing and that that the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject underlying Parent Shares shall occur (such as in the case of appointment of a receiver continue to be subject to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue restrictions on transfer set forth in full force and effect until the termination of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Prior to termination Except as provided hereunder or under the Plan of this AgreementMerger, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) Legal Requirements or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the Stockholder, would make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, (BC) make Transfers transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder, (D) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations estates of this Agreement)any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder, (DE) make Transfers transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (F) make transfers or dispositions not involving a change in beneficial ownership, and (G) if the Stockholder is a trust, make transfers or dispositions to any beneficiary of the Stockholder or the estate of any such beneficiary; provided, provided that, with respect to clauses (A), (B) and (D) abovein each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company Sellas with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A), (B) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (Eii) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on Stockholder may take all actions reasonably necessary to consummate the date of this Agreement; provided that such pledge or encumbrance does not impact the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this AgreementContemplated Transactions. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Prior Except as provided hereunder or under the Merger Agreement, prior to termination of this AgreementCompany obtaining the Company Requisite Stockholder Vote, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) Law or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the Stockholder, would have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, (B) make Transfers transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder, (C) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations estates of this Agreement)any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder, (D) make Transfers not involving transfers that occur by operation of law pursuant to a change in beneficial ownership; provided, that, with respect to clauses (A), (B) and (D) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A), (B) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (E) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on the date of this Agreement; provided that such pledge or encumbrance does not impact the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.qualified domestic

No Inconsistent Arrangements. Prior to termination of this Except as provided hereunder or under the Merger Agreement, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) Legal Requirements or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift assign or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take any action that, to the knowledge of the Stockholder, would make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, (BC) make Transfers transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder, (D) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations estates of this Agreement)any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder, (DE) make Transfers transfers that occur by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement, (F) make transfers or dispositions not involving a change in beneficial ownership, and (G) if the Stockholder is a trust, make transfers or dispositions to any beneficiary of the Stockholder or the estate of any such beneficiary; provided, provided that, with respect to clauses (A), (B) and (D) abovein each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company Arcturus with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A), (B) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (Eii) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on Stockholder may take all actions reasonably necessary to consummate the date of this Agreement; provided that such pledge or encumbrance does not impact Contemplated Transactions, including effecting the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings)Preferred Stock Conversion, the transferee (which term, as used herein, shall include Convertible Notes Conversion and the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this AgreementWarrant Conversion. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Prior to termination of Except as expressly provided or required by this Agreement or under the Merger Agreement, from the date hereof until the Expiration Time, the Stockholder shall notagrees not to, directly or indirectly, (a) create sell, transfer, assign, pledge, hypothecate, tender, encumber or otherwise dispose of in any Encumbrance other than restrictions imposed (i) by Law, (ii) pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on manner any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose consent or agree to do any of the foregoing (collectively, “Transfer”), or enter into (b) limit its right to vote in any contract with respect to manner any Transfer of, of the Subject Shares or any interest thereinShares, (c) grant or permit including, without limitation, by the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, or (dc) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, Shares or (e) take consent or agree to do any action that, to the knowledge of the Stockholder, would have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initioforegoing. Notwithstanding any of the foregoing, (ix) the Stockholder may (A) make Transfers of the Subject Shares (i) by will, operation of law, or for estate planning or charitable purposes, (ii) to any trust for the stockholders, corporations, partnerships or other business entities that are direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, (B) make Transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act)Affiliates, current or former partners (general or limited), members or managers of the Stockholder, as applicable, or to the estates of any such Stockholders, Affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under direct or indirect common control with the Stockholder or (Ciii) exercise if the Stockholder is a warrant (including a net trust, to any beneficiary of the Stockholder or cashless exercise the estate of any such warrant) to purchase Purchaser Shares (which Purchaser beneficiary; provided that in each such case, the Subject Shares shall continue to be “Subject Shares” subject to the obligations of bound by this Agreement), or (D) make Transfers not involving a change in beneficial ownership; provided, that, with respect to clauses (A), (B) Agreement and (D) above, the provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A)Transfer, (By) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (E) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on the date of this Agreement; provided that such pledge or encumbrance does not impact the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver respect to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (Restoration Robotics Options which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject expire on or prior to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this Agreement. For purposes , the Stockholder may make Transfers of this the Subject Shares (i) to Restoration Robotics as payment for the exercise price of the Stockholder’s Restoration Robotics Options and (ii) as payment for taxes applicable to the exercise of the Stockholder’s Restoration Robotics Options and (z) the Stockholder may take all actions reasonably necessary to consummate the transactions contemplated by the Merger Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Prior Except pursuant to termination the terms of this Agreement---------------------------- the Berkshire Hathaway Inc. 1.00% Senior Exchangeable Notes due December 2, 2001 (the "Exchangeable Securities"), the Stockholder Securityholder hereby covenants and agrees that it shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed not (i) by Lawtransfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of such Securityholder's Company Securities, or any interest therein if such transfer would result in the Securityholder no longer having the power to vote or cause to be voted the relevant Company Securities, (ii) pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract contract, option or other agreement or understanding with respect to any Transfer ofsuch transfer of any or all of such Company Securities, the Subject Shares or any interest therein, (ciii) except as otherwise provided hereunder, grant or permit the grant of any proxy, power of power-of-attorney or other authorization in or with respect to the Subject Sharessuch Company Securities, (div) deposit or permit the deposit such shares of the Subject Shares Company Securities into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Sharessuch Company Securities, or (ev) take any other action thatthat would in any way restrict, to limit or interfere with the knowledge performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. The parties agree that nothing contained in this Agreement shall restrict the redemption or conversion of the Stockholder, would have Company Series A Convertible Preferred Stock held by the effect of preventing Securityholder in accordance with the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 terms of the Purchase Agreement. Any action taken Company Series A Convertible Preferred Stock in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers of the Subject Shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, (B) make Transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations of this Agreement), or (D) make Transfers not involving a change in beneficial ownership; provided, that, with respect to clauses (A), (B) and (D) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A), (B) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (E) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence effect on the date of this Agreement; provided that such pledge hereof or encumbrance does not impact any exchange pursuant to the validity, enforceability or exercisability terms of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of Exchangeable Securities or the Subject Shares shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousinagreements related thereto.

No Inconsistent Arrangements. Prior to termination Except as provided hereunder or under the Plan of this AgreementMerger, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) Legal Requirements or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the Stockholder, would make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, (BC) make Transfers transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder, (D) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations estates of this Agreement)any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder, (DE) make Transfers transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (F) make transfers or dispositions not involving a change in beneficial ownership, and (G) if the Stockholder is a trust, make transfers or dispositions to any beneficiary of the Stockholder or the estate of any such beneficiary; provided, provided that, with respect to clauses (A), (B) and (D) abovein each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company Galena with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A), (B) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (Eii) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on Stockholder may take all actions reasonably necessary to consummate the date of this Agreement; provided that such pledge or encumbrance does not impact the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this AgreementContemplated Transactions. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

No Inconsistent Arrangements. Prior to termination of this Except as provided hereunder or under the Merger Agreement, the Stockholder shall not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) by Law, (ii) Legal Requirements or pursuant to this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the “Investor Rights Agreement”), on any Subject Shares, (b) transfer, sell, assign, gift or otherwise dispose of (collectively, “Transfer”), or enter into any contract with respect to any Transfer of, of the Subject Shares or any interest therein, (c) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, (d) deposit or permit the deposit of the Subject Shares into a voting trust or, except pursuant to the Investor Rights Agreement, or enter into a voting agreement or arrangement with respect to the Subject Shares, or (e) take any action that, to the knowledge of the Stockholder, would make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect, or have the effect of preventing the Stockholder from performing the Stockholder’s its obligations hereunder; provided that this clause (e) shall not prevent any director or officer of Purchaser, in such capacity, from taking such actions as may be permitted under Section 7.17 of the Purchase Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may (A) make Transfers transfers of the Subject Shares as charitable gifts or donations, (B) make transfers or dispositions of the Subject Shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, (BC) make Transfers transfers or dispositions of the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Stockholder, (D) make transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities ActAct of 1933, as amended), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations estates of this Agreement)any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder, (DE) make Transfers transfers that occur by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement, (F) make transfers or dispositions not involving a change in beneficial ownership; , (G) if the Stockholder is a trust, make transfers or dispositions to any beneficiary of the Stockholder or the estate of any such beneficiary, provided, that, with respect to clauses (A), (B) and (D) abovein each case, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company Innovate with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A)Transfer, (B) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (Eii) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on Stockholder may take all actions reasonably necessary to consummate the date of this Agreement; provided that such pledge or encumbrance does not impact the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousinContemplated Transactions.