Common use of No Transfers; No Inconsistent Arrangements Clause in Contracts

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, such Stockholder shall not, directly or indirectly, (i) transfer, sell, assign, gift, pledge, hedge, hypothecate or otherwise dispose (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer) of or entering into of any derivative instrument with respect to such Subject Shares (collectively, “Transfer”), or consent to or permit any such Transfer of, any or all of its Subject Shares, or any interest therein, (ii) create, agree to create or voluntarily permit to exist any Encumbrance, other than any Permitted Encumbrances, on any such Subject Shares, (iii) enter into any Contract with respect to any transfer of such Subject Shares or any interest therein, (iv) grant or permit the grant of any proxy, power of attorney or other authorization or consent in or with respect to such Subject Shares, (v) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares or (vi) take, agree to take or voluntarily permit any other action that would in any way restrict, limit or interfere with the performance of its obligations under this Agreement or the transactions contemplated hereby or otherwise make any representation or warranty of each Stockholder herein untrue or incorrect. Notwithstanding the foregoing, such Stockholder may make transfers of Subject Shares by will or by operation of law, in which 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. If any involuntary transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreementhereunder, such each Stockholder shall notagrees not to, directly or indirectly, (i) transfertransfer (which term shall include any sale, sell, assignassignment, gift, pledge, hedgehypothecation or other disposition), hypothecate or otherwise dispose consent to, agree to or permit any such transfer of, any or all of the Subject Shares or any interest therein (includingexcept for a transfer for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations where the avoidance of doubttransferee or third party agrees in writing to be bound by the terms hereof), by depositingor create or permit to exist any Liens, submitting proxies, voting trusts or otherwise tendering agreements, options, rights, understandings or arrangements or any such Subject Shares into any tender other encumbrances whatsoever on title, transfer, or exchange offer) of or entering into exercise of any derivative instrument with rights of a stockholder in respect to of such Subject Shares (collectively, “TransferEncumbrances”), ) that would prevent such Stockholder from voting the Subject Shares in accordance with this Agreement or consent to or permit any such Transfer of, any or all of from complying with its Subject Shares, or any interest therein, (ii) create, agree to create or voluntarily permit to exist any Encumbranceother obligations under this Agreement, other than any Permitted Encumbrances, restrictions imposed by applicable law on any such Subject Shares, ; (iiiii) enter into any Contract contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement with respect to any transfer of such Subject Shares or any interest therein, ; (iviii) grant or permit the grant of any proxy, power of attorney or other authorization or consent in or with respect to such the Subject Shares, Shares relating to the subject matter hereof; (viv) deposit or permit the deposit of such the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such the Subject Shares Shares; or (viv) take, agree to take or voluntarily permit any other action that would in any way restrict, limit or interfere with the performance of its obligations under this Agreement hereunder or the transactions contemplated hereby (any of the actions set forth in clauses (i) through (v) above, and any conversion, exchange or otherwise make any representation or warranty other disposition of each Stockholder herein untrue or incorrectthe Subject Shares in a transaction related to an Acquisition Proposal being referred to in this Agreement as a “Transfer”). Notwithstanding Any action taken in violation of the foregoingforegoing sentence shall be null and void ab initio. To the extent the a Stockholder’s Subject Shares are represented by certificates, such Stockholder may shall make transfers available to Xxxxx such certificates in order for Xxxxx to xxxx such certificates with legends required by the DGCL regarding the foregoing Transfer restrictions. If any involuntary Transfer of Subject Shares by will or by operation any of law, in which 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. If any involuntary transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale)occur, the transferee (which term, as used herein, shall include the initial transferee and any and all transferees and 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 valid termination of this Agreement.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, such the Stockholder shall not, directly or indirectly, (i) transfertransfer (which term shall include any sale, sell, assignassignment, gift, pledge, hedge, hypothecate hypothecation or otherwise dispose (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer) of or entering into of any derivative instrument with respect to such Subject Shares (collectively, “Transfer”other disposition), or consent to or permit any such Transfer transfer of, any or all of its Subject Shares, Shares or any interest therein, (ii) create, agree to or create or voluntarily permit to exist any Encumbrancelien or other encumbrance, other than any Permitted Encumbrancesrestrictions imposed by Legal Requirements or pursuant to this Agreement, on any such Subject Shares, (iiiii) enter into any Contract agreements or commitments (written or oral) with respect to any transfer of such Subject Shares or any interest therein, (iviii) grant or permit the grant of any proxy, power of attorney or other authorization or consent in or with respect to such Subject Shares, (viv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares Shares, or (viv) take, agree to take or voluntarily permit any other action that would in any way restrict, limit or interfere with the performance of its obligations under this Agreement hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of each the Stockholder herein untrue or incorrect. Notwithstanding the foregoing, such Stockholder may make transfers of Subject Shares by will or by operation of law, in which case the Subject Shares shall continue to be bound by this Agreement and ; provided that each the actions described in clauses (i) and (ii) above shall be permitted hereunder as a result of any donative transfer to any immediate family member of the Stockholder, any charity to which the Stockholder wishes to contribute and/or any entity controlled by such family member or charity, or a trust, including, but not limited to, a charitable remainder trust, for the exclusive benefit of the Stockholder, any immediate family member of the Stockholder, any charity to which the Stockholder wishes to contribute and/or any entity controlled by such trusts; provided further that prior to such transfer, the transferee agrees shall agree in writing to be bound by the terms hereof (a copy of which written agreement shall promptly be provided to Parent) and conditions of this Agreement. If any involuntary such transfer shall not relieve the Stockholder of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreementits obligations hereunder.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, such Stockholder shall not, directly or indirectly, (i) transfertransfer (which term shall include any sale, sell, assignassignment, gift, pledge, hedge, hypothecate hypothecation or otherwise dispose (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer) of or entering into of any derivative instrument with respect to such Subject Shares (collectively, “Transfer”other disposition), or consent to or permit any such Transfer transfer of, any or all of the Subject Shares or Subject Warrants or any interest therein (except where the transferee or third party agrees in writing to be bound by the terms hereof), or create or permit to exist any Lien that would prevent Stockholder from tendering or voting the Subject Shares in accordance with this Agreement or from complying with its other obligations under this Agreement, other than any restrictions imposed by applicable Law on any such Subject SharesShares or the Subject Warrants, (ii) enter into any contracts inconsistent with the terms of this Agreement with respect to any transfer of Subject Shares or Subject Warrants or any interest therein, (ii) create, agree to create or voluntarily permit to exist any Encumbrance, other than any Permitted Encumbrances, on any such Subject Shares, (iii) enter into any Contract with respect to any transfer of such Subject Shares or any interest therein, (iv) grant or permit the grant of any proxy, power of attorney or other authorization or consent in or with respect to such the Subject SharesShares or Subject Warrants relating to the subject matter hereof, (viv) deposit or permit the deposit of such the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such the Subject Shares Shares, or (viv) take, agree to take or voluntarily permit any other action that would in any way restrict, limit or interfere with the performance of its obligations under this Agreement hereunder or the transactions contemplated hereby (any of the actions set forth in clauses (i) through (v) above, and any conversion, exchange or otherwise make any representation or warranty other disposition of each Stockholder herein untrue or incorrect. Notwithstanding the foregoing, such Stockholder may make transfers of Subject Shares by will or by operation of law, in which case the Subject Shares shall continue in connection with an Acquisition Proposal described in Section 1.4 below, being referred to be bound by in this Agreement and provided that each transferee agrees in writing as a “Transfer”). Stockholder shall make available to be bound by the terms and conditions of this Agreement. If any involuntary transfer of any of such Stockholder’s Company certificates representing the Subject Shares in order for the Company shall occur (including, but not limited to, a sale to mxxx such certificates with legends required by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of DGCL regarding the initial transferee) shall take and hold such Subject Shares subject to all of the foregoing restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, such Stockholder Shareholder shall not, directly or indirectly, (i) transfer, sell, assign, gift, pledge, hedge, hypothecate or otherwise dispose (including, for tender the avoidance of doubt, by depositing, submitting or otherwise tendering any such respective Subject Shares into any tender or exchange offeroffer commenced by any party other than Parent or Sub, (ii) of or entering into of any derivative instrument with respect to such Subject Shares Transfer (collectively, “Transfer”as defined below), or consent to or permit any such Transfer of, any or all of its the respective Subject Shares, Shares or any interest therein, (ii) create, agree to or create or voluntarily permit to exist any EncumbranceLien, other than any Permitted Encumbrancesrestrictions imposed by applicable Laws or pursuant to this Agreement, on any such Subject Shares, (iii) enter into any Contract with respect to any transfer Transfer of such Subject Shares or any interest therein, (iv) grant or permit the grant of any proxy, power of attorney or other authorization or consent in or with respect to such Subject Shares, (v) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares Shares, or (vi) take, agree to take or voluntarily permit any other action that would in any way restrict, limit or interfere with the performance of its obligations under this Agreement hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of each Stockholder such Shareholder contained herein untrue or incorrectincorrect in any respect that would negatively impact Parent's or Sub's ability to perform its obligations hereunder. Notwithstanding the foregoing, such Stockholder Shareholder may make transfers of Transfer Subject Shares by will (A) to a family member or by operation of lawtrust for estate planning purposes, in which case provided that, as a condition to any such Transfer to a family member or trust, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees has agreed with Parent in writing to be bound by the terms and conditions of this Agreement. If any involuntary transfer of any of such Stockholder’s Subject Shares in the Company shall occur Agreement (including, but not limited to, including granting a sale by such Stockholder’s trustee in any bankruptcy, or a sale Proxy as contemplated hereby) and to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all the terms and provisions of the restrictions, liabilities and rights under this Agreement, which shall continue (B) pursuant to the existing terms and conditions of such Shareholder's current stock trading plan established in full force accordance with Rule 10b5-1 of the Exchange Act and effect until valid termination (C) in connection with the vesting of this AgreementCompany Stock Purchase Rights to satisfy applicable tax obligations.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreementhereunder, such Stockholder shall noteach Shareholder agrees not to, directly or indirectly, (i) transfertransfer (which term shall include any sale, sell, assignassignment, gift, pledge, hedgehypothecation or other disposition), hypothecate or otherwise dispose consent to, agree to or permit any such transfer of, any or all of the Subject Shares or any interest therein (includingexcept for a transfer for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations where the avoidance of doubttransferee or third party agrees in writing to be bound by the terms hereof), by depositingor create or permit to exist any Liens, submitting proxies, voting trusts or otherwise tendering agreements, options, rights, understandings or arrangements or any such Subject Shares into any tender other encumbrances whatsoever on title, transfer, or exchange offer) of or entering into exercise of any derivative instrument with rights of a shareholder in respect to such of the Subject Shares (collectively, “TransferEncumbrances”), ) that would prevent such Shareholder from voting the Subject Shares in accordance with this Agreement or consent to or permit any such Transfer of, any or all of from complying with its Subject Shares, or any interest therein, (ii) create, agree to create or voluntarily permit to exist any Encumbranceother obligations under this Agreement, other than any Permitted Encumbrances, restrictions imposed by applicable law on any such Subject Shares, ; (iiiii) enter into any Contract contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement with respect to any transfer of such Subject Shares or any interest therein, ; (iviii) grant or permit the grant of any proxy, power of attorney or other authorization or consent in or with respect to such the Subject Shares, Shares relating to the subject matter hereof; (viv) deposit or permit the deposit of such the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such the Subject Shares Shares; or (viv) take, agree to take or voluntarily permit any other action that would reasonably be expected to in any way restrict, limit or interfere with the performance of its obligations under this Agreement hereunder or the transactions contemplated hereby (any of the actions set forth in clauses (i) through (v) above, and any conversion, exchange or otherwise make any representation or warranty other disposition of each Stockholder herein untrue or incorrectthe Subject Shares in a transaction related to an Competing Proposal being referred to in this Agreement as a “Transfer”). Notwithstanding Any action taken in violation of the foregoingforegoing sentence shall be null and void ab initio. To the extent a Shareholder’s Subject Shares are represented by certificates, such Stockholder may Shareholder shall make transfers available to the Company such certificates in order for the Company to xxxx such certificates with legends required by the FBCA regarding the foregoing Transfer restrictions. If any involuntary Transfer of Subject Shares by will or by operation any of law, in which 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. If any involuntary transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale)occur, the transferee (which term, as used herein, shall include the initial transferee and any and all transferees and 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 valid termination of this Agreement.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreementhereunder, such each Stockholder shall notagrees not to, directly or indirectly, (ia) transfertransfer (which term shall include any sale, sellassignment, assigntender, gift, pledge, hedgedistribution, hypothecate hypothecation or otherwise dispose (includingother disposition), for the avoidance of doubtor consent to, by depositing, submitting agree to or otherwise tendering permit any such transfer of, any or all of the Subject Shares into or any tender interest therein (except for a transfer for estate or exchange offer) tax planning purposes where the transferee or third party agrees in writing with the Corporation to be bound by the terms hereof, subject to the consent of the Corporation (not to be unreasonably withheld)), or entering into create or permit to exist any Liens, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any derivative instrument with rights of a stockholder in respect to of such Subject Shares (collectively, “TransferEncumbrances”), ) that would prevent such Stockholder from voting the Subject Shares in accordance with this Agreement or consent to or permit any such Transfer of, any or all of from complying with its Subject Shares, or any interest therein, (ii) create, agree to create or voluntarily permit to exist any Encumbranceother obligations under this Agreement, other than any Permitted Encumbrances, restrictions imposed by applicable law on any such Subject Shares, ; (iiib) enter into any Contract contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement with respect to any transfer of such Subject Shares or any interest therein, ; (ivc) grant or permit the grant of any proxy, power of attorney or other authorization or consent in or with respect to such the Subject Shares, Shares relating to the subject matter hereof; (vd) deposit or permit the deposit of such the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such the Subject Shares Shares; or (vie) take, agree to take or voluntarily permit any other action that would, or would in any way reasonably be expected to, restrict, limit or interfere interfere, in any way, with the performance of its obligations under this Agreement hereunder or the transactions contemplated hereby (any of the actions set forth in clauses (a) through (e) above, and any conversion, exchange or otherwise make any representation or warranty other disposition of each Stockholder herein untrue or incorrectthe Subject Shares in a transaction related to an Acquisition Proposal being referred to in this Agreement as a “Transfer”). Notwithstanding Any action taken in violation of the foregoingforegoing sentence shall be null and void ab initio. To the extent a Stockholder’s Subject Shares are represented by certificates, such Stockholder may shall make transfers available to the Corporation such certificates in order for the Corporation to xxxx such certificates with legends required by the DGCL regarding the foregoing Transfer restrictions. If any involuntary Transfer of Subject Shares by will or by operation any of law, in which 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. If any involuntary transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale)occur, the transferee (which term, as used herein, shall include the initial transferee and any and all transferees and 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 valid termination of this Agreement.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreementhereunder, such Stockholder shall noteach Shareholder agrees not to, directly or indirectly, (i) transfertransfer (which term shall include any sale, sell, assignassignment, gift, pledge, hedgehypothecation or other disposition), hypothecate or otherwise dispose consent to, agree to or permit any such transfer of, any or all of the Subject Shares or any interest therein (includingexcept for a transfer for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations where the avoidance of doubttransferee or third party agrees in writing to be bound by the terms hereof), by depositingor create or permit to exist any Liens, submitting proxies, voting trusts or otherwise tendering agreements, options, rights, understandings or arrangements or any such Subject Shares into any tender other encumbrances whatsoever on title, transfer, or exchange offer) of or entering into exercise of any derivative instrument with rights of a shareholder in respect to such of the Subject Shares (collectively, “TransferEncumbrances”), ) that would prevent such Shareholder from voting the Subject Shares in accordance with this Agreement or consent to or permit any such Transfer of, any or all of from complying with its Subject Shares, or any interest therein, (ii) create, agree to create or voluntarily permit to exist any Encumbranceother obligations under this Agreement, other than any Permitted Encumbrances, restrictions imposed by applicable law on any such Subject Shares, ; (iiiii) enter into any Contract contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement with respect to any transfer of such Subject Shares or any interest therein, ; (iviii) grant or permit the grant of any proxy, power of attorney or other authorization or consent in or with respect to such the Subject Shares, Shares relating to the subject matter hereof; (viv) deposit or permit the deposit of such the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such the Subject Shares Shares; or (viv) take, agree to take or voluntarily permit any other action that would reasonably be expected to in any way restrict, limit or interfere with the performance of its obligations under this Agreement hereunder or the transactions contemplated hereby (any of the actions set forth in clauses (i) through (v) above, and any conversion, exchange or otherwise make any representation or warranty other disposition of each Stockholder herein untrue or incorrectthe Subject Shares in a transaction related to an Competing Proposal being referred to in this Agreement as a “Transfer”). Notwithstanding Any action taken in violation of the foregoingforegoing sentence shall be null and void ab initio. To the extent a Shareholder’s Subject Shares are represented by certificates, such Stockholder may Shareholder shall make transfers available to the Company such certificates in order for the Company to mxxx such certificates with legends required by the FBCA regarding the foregoing Transfer restrictions. If any involuntary Transfer of Subject Shares by will or by operation any of law, in which 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. If any involuntary transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale)occur, the transferee (which term, as used herein, shall include the initial transferee and any and all transferees and 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 valid termination of this Agreement.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, such Stockholder Shareholder shall not, directly or indirectly, (i) transfertransfer (which term shall include any sale, sell, assignassignment, gift, pledge, hedge, hypothecate hypothecation or otherwise dispose (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer) of or entering into of any derivative instrument with respect to such Subject Shares (collectively, “Transfer”other disposition), or consent to or permit any such Transfer transfer of, any or all of its his or her Subject Shares, Shares or any interest therein, (ii) create, agree to or create or voluntarily permit to exist any EncumbranceLien, other than any Permitted Encumbrancesrestrictions imposed by Applicable Law or pursuant to this Agreement, on any such Subject Shares, (iiiii) enter into any Contract with respect to any transfer of such Subject Shares or any interest therein, (iviii) grant or permit the grant of any proxy, power of attorney or other authorization or consent in or with respect to such Subject SharesShares relating to the subject matter hereof, (viv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares Shares, or (viv) take, agree to take or voluntarily permit any other action that would in any way restrict, limit or interfere with the performance of its obligations under this Agreement hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of each Stockholder Shareholder herein untrue or incorrect. Notwithstanding incorrect;.rovided that the foregoingactions described in clauses (i) and (ii) above shall be permitted hereunder as a result of any donative transfer to any immediate family member of any Shareholder, or a trust for the exclusive benefit of any Shareholders and/or any immediate family members of such Stockholder may make transfers of Subject Shares by will or by operation of lawShareholder;.rovided further that prior to such transfer, in which case the Subject Shares transferee shall continue to be bound by this Agreement and provided that each transferee agrees agree in writing to be bound by the terms hereof (a copy of which written agreement shall promptly be provided to Parent) and conditions of this Agreement. If such transfer shall not relieve any involuntary transfer Shareholder of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, his or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreementher obligations hereunder.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under hereunder, the Merger Agreement, such Stockholder shall notShareholder agrees not to, directly or indirectly, (i) transfertransfer (which term shall include any sale, sell, assignassignment, gift, pledge, hedgehypothecation or other disposition), hypothecate or otherwise dispose consent to, agree to or permit any such transfer of, any or all of the Subject Shares or any interest therein (includingexcept for a transfer for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations where the avoidance of doubttransferee or third party agrees in writing to be bound by the terms hereof), by depositingor create or permit to exist any Liens, submitting proxies, voting trusts or otherwise tendering agreements, options, rights, understandings or arrangements or any such Subject Shares into any tender other encumbrances whatsoever on title, transfer, or exchange offer) of or entering into exercise of any derivative instrument with rights of a shareholder in respect to such of the Subject Shares (collectively, “TransferEncumbrances”), ) that would prevent the Shareholder from voting the Subject Shares in accordance with this Agreement or consent to or permit any such Transfer of, any or all of its Subject Shares, or any interest therein, (ii) create, agree to create or voluntarily permit to exist any Encumbrancefrom complying with the Shareholder’s other obligations under this Agreement, other than any Permitted Encumbrances, restrictions imposed by applicable law on any such Subject Shares, ; (iiiii) enter into any Contract contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement with respect to any transfer of such Subject Shares or any interest therein, ; (iviii) grant or permit the grant of any proxy, power of attorney or other authorization or consent in or with respect to such the Subject Shares, Shares relating to the subject matter hereof; (viv) deposit or permit the deposit of such the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such the Subject Shares Shares; or (viv) take, agree to take or voluntarily permit any other action that would reasonably be expected to in any way restrict, limit or interfere with the performance of its the Shareholder’s obligations under this Agreement hereunder or the transactions contemplated hereby (any of the actions set forth in clauses (i) through (v) above, and any conversion, exchange or otherwise make any representation or warranty other disposition of each Stockholder herein untrue or incorrect. Notwithstanding the foregoing, such Stockholder may make transfers of Subject Shares in a transaction related to an Competing Proposal being referred to in this Agreement as a “Transfer”). Any action taken in violation of the foregoing sentence shall be null and void ab initio. To the extent the Shareholder’s Subject Shares are represented by will or certificates, the Shareholder shall make available to the Company such certificates in order for the Company to xxxx such certificates with legends required by operation the FBCA regarding the foregoing Transfer restrictions. If any involuntary Transfer of law, in which case any of 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. If any involuntary transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale)occur, the transferee (which term, as used herein, shall include the initial transferee and any and all transferees and 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 valid termination of this Agreement.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreementhereunder, such each Stockholder shall notagrees, severally but not jointly, not to, directly or indirectly, (i) transfertransfer (which term shall include any sale, sell, assignassignment, gift, pledge, hedge, hypothecate hypothecation or otherwise dispose (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer) of or entering into of any derivative instrument with respect to such Subject Shares (collectively, “Transfer”other disposition), or consent to, agree to or permit any such Transfer transfer of, any or all of its the Subject Shares, Securities or any interest thereintherein (except for transfers (A) to affiliates (provided that such affiliate shall be bound by the terms of this Agreement), (iiB) createfor estate or tax planning purposes, agree or (C) for charitable purposes or as charitable gifts or donations where the transferee or third party agrees in writing to be bound by the terms hereof), or create or voluntarily permit to exist any Encumbranceliens, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a Stockholder in respect of the Subject Securities (collectively, “Encumbrances”) that would prevent such Stockholder from voting the Subject Securities in accordance with this Agreement or from complying with its other obligations under this Agreement, other than any Permitted Encumbrances, restrictions imposed by applicable law on any such Subject Shares, Securities; (iiiii) enter into any Contract contract, option or other agreement, arrangement or understanding with respect to any transfer of such Subject Shares Securities or any interest therein, therein in violation of this Agreement; (iviii) grant or permit the grant of any proxy, power of attorney or other authorization or consent in or with respect to such the Subject Shares, Securities relating to the subject matter hereof; (viv) deposit or permit the deposit of such the Subject Shares Securities into a voting trust or enter into a voting agreement or arrangement with respect to such the Subject Shares Securities, except as contemplated by the Merger Agreement; or (viv) take, agree to take or voluntarily permit any other action that would reasonably be expected to in any way restrict, limit or interfere with the performance of its obligations under this Agreement hereunder or the transactions contemplated hereby (any of the actions set forth in clauses (i) through (v) above, and any conversion, exchange or otherwise make any representation or warranty other disposition of each Stockholder herein untrue or incorrectthe Subject Securities, including in a transaction related to a Chardonnay Acquisition Proposal, being referred to in this Agreement as a “Transfer”). Notwithstanding Any action taken in violation of the foregoingforegoing sentence shall be null and void ab initio. To the extent a Stockholder’s Subject Securities are represented by certificates, such Stockholder may shall make transfers of Subject Shares by will or by operation of law, available to the Company such certificates in which case order for the Subject Shares shall continue Company to be bound by this Agreement and provided that each transferee agrees in writing to be bound mxxx such certificates with legends required by the terms and conditions of this AgreementDGCL regarding the foregoing Transfer restrictions. If any involuntary transfer Transfer of any of such Stockholder’s the Subject Shares in the Company Securities shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale)occur, the transferee (which term, as used herein, shall include the initial transferee and any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, 402 Capital, LLC shall have the right to transfer or sell 1,000,000 Subject Securities effective on or after December 31, 2017.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreementhereunder, such each Stockholder shall notagrees, severally but not jointly, not to, directly or indirectly, (i) transfertransfer (which term shall include any sale, sell, assignassignment, gift, pledge, hedge, hypothecate hypothecation or otherwise dispose (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer) of or entering into of any derivative instrument with respect to such Subject Shares (collectively, “Transfer”other disposition), or consent to, agree to or permit any such Transfer transfer of, any or all of its the Subject Shares, Securities or any interest thereintherein (except for transfers (A) to affiliates (provided that such affiliate shall be bound by the terms of this Agreement), (iiB) createfor estate or tax planning purposes, agree or (C) for charitable purposes or as charitable gifts or donations where the transferee or third party agrees in writing to be bound by the terms hereof), or create or voluntarily permit to exist any Encumbranceliens, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a Stockholder in respect of the Subject Securities (collectively, “Encumbrances”) that would prevent such Stockholder from voting the Subject Securities in accordance with this Agreement or from complying with its other obligations under this Agreement, other than any Permitted Encumbrances, restrictions imposed by applicable law on any such Subject Shares, Securities; (iiiii) enter into any Contract contract, option or other agreement, arrangement or understanding with respect to any transfer of such Subject Shares Securities or any interest therein, therein in violation of this Agreement; (iviii) grant or permit the grant of any proxy, power of attorney or other authorization or consent in or with respect to such the Subject Shares, Securities relating to the subject matter hereof; (viv) deposit or permit the deposit of such the Subject Shares Securities into a voting trust or enter into a voting agreement or arrangement with respect to such the Subject Shares Securities, except as contemplated by the Merger Agreement; or (viv) take, agree to take or voluntarily permit any other action that would reasonably be expected to in any way restrict, limit or interfere with the performance of its obligations under this Agreement hereunder or the transactions contemplated hereby (any of the actions set forth in clauses (i) through (v) above, and any conversion, exchange or otherwise make any representation or warranty other disposition of each Stockholder herein untrue or incorrectthe Subject Securities, including in a transaction related to a Chardonnay Acquisition Proposal, being referred to in this Agreement as a “Transfer”). Notwithstanding Any action taken in violation of the foregoingforegoing sentence shall be null and void ab initio. To the extent a Stockholder’s Subject Securities are represented by certificates, such Stockholder may shall make transfers of Subject Shares by will or by operation of law, available to the Company such certificates in which case order for the Subject Shares shall continue Company to be bound by this Agreement and provided that each transferee agrees in writing to be bound xxxx such certificates with legends required by the terms and conditions of this AgreementDGCL regarding the foregoing Transfer restrictions. If any involuntary transfer Transfer of any of such Stockholder’s the Subject Shares in the Company Securities shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale)occur, the transferee (which term, as used herein, shall include the initial transferee and any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, 402 Capital, LLC shall have the right to transfer or sell 1,000,000 Subject Securities effective on or after December 31, 2017.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, such Stockholder Shareholder shall not, directly or indirectly, (i) transfertransfer (which term shall include any sale, sell, assignassignment, gift, pledge, hedge, hypothecate hypothecation or otherwise dispose (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer) of or entering into of any derivative instrument with respect to such Subject Shares (collectively, “Transfer”other disposition), or consent to or permit any such Transfer transfer of, any or all of its his or her Subject Shares, Shares or any interest therein, (ii) create, agree to or create or voluntarily permit to exist any EncumbranceLien, other than any Permitted Encumbrancesrestrictions imposed by Applicable Law or pursuant to this Agreement, on any such Subject Shares, (iiiii) enter into any Contract with respect to any transfer of such Subject Shares or any interest therein, (iviii) grant or permit the grant of any proxy, power of attorney or other authorization or consent in or with respect to such Subject SharesShares relating to the subject matter hereof, (viv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares Shares, or (viv) take, agree to take or voluntarily permit any other action that would in any way restrict, limit or interfere with the performance of its obligations under this Agreement hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of each Stockholder Shareholder herein untrue or incorrect. Notwithstanding the foregoing, such Stockholder may make transfers of Subject Shares by will or by operation of law, in which case the Subject Shares shall continue to be bound by this Agreement and ; provided that each the actions described in clauses (i) and (ii) above shall be permitted hereunder as a result of any donative transfer to any immediate family member of any Shareholder, or a trust for the exclusive benefit of any Shareholders and/or any immediate family members of such Shareholder; provided further that prior to such transfer, the transferee agrees shall agree in writing to be bound by the terms hereof (a copy of which written agreement shall promptly be provided to Parent) and conditions of this Agreement. If such transfer shall not relieve any involuntary transfer Shareholder of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, his or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreementher obligations hereunder.