Common use of No Transfers Clause in Contracts

No Transfers. Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the Purchaser’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below); (B) grant any proxies or powers of attorney with respect to any or all of the Shares; or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, the Purchaser that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the Purchaser, and the Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Holder Sponsor agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the PurchaserCompany’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the CompanyPurchaser’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting HolderSponsor’s ability to perform its obligations under this Agreement. The Company Purchaser hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder Sponsor agrees with, and covenants to, the Purchaser Company that Holder Sponsor shall not request that the Company Purchaser register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the PurchaserCompany, and the Company Purchaser hereby agrees that it shall not effect any such Transfer.

No Transfers. Each Holder agrees that during that, prior to the period from and including Termination Date, except as contemplated by this Agreement, the date hereof through the end of the Voting Period Merger Agreement or any other Transaction Document, it shall not, and shall cause its Affiliates not to, without the PurchaserLandcadia’s prior written consentconsent (which consent may be given or withheld by Landcadia in its sole discretion): (i) directly or indirectly, (A) offer for sale, sell (including short sales), transfer, tender, pledge, convert, encumber, assign or otherwise dispose of (including by gift) , merger, tendering into any tender offer or exchange offer or otherwise), either voluntarily or involuntarily (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)Covered Shares; (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesCovered Shares (except in connection with voting by proxy at a meeting of stockholders of Hxxxxxx as contemplated by Section 1 of this Agreement); or (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) Lien with respect to any or all of the Covered Shares other than those created by this Agreement. Notwithstanding the foregoing, this Section 3.1 shall not prohibit a Transfer of Covered Shares by any Holder to an Affiliate of such Holder; provided that such Transfer shall be permitted only if, prior to or (D) take in connection with such Transfer, the transferee agrees in writing, reasonably satisfactory in form and substance to Landcadia, to assume all of the obligations of such Holder hereunder and to be bound by the terms of this Agreement; provided further that any action that would have Transfer permitted under this Section 3.1 shall not relieve the effect Holder of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares Any transfer in violation of this Agreement. Holder agrees with, Section 3.1 shall be null and covenants to, the Purchaser that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the Purchaser, and the Company hereby agrees that it shall not effect any such Transfervoid ab initio.

No Transfers. Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the Purchaser’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares Securities (as defined below); (B) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Securities; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Holder agrees with, and covenants to, the Purchaser that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Security during the term of this Agreement without the prior written consent of the Purchaser, and the Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the Purchaser’s and the Company’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares Securities (as defined below); (B) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Securities; or (D) take any action that would have with the effect intent of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Holder agrees with, and covenants to, the Purchaser and the Company that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Securities during the term of this Agreement without the prior written consent of the Purchaser, Purchaser and the Company hereby agrees that it shall not effect any Company, unless such TransferTransfer is permitted hereunder.

No Transfers. Holder The Sponsor agrees that that, during the period from and including Voting Period, the date hereof through the end of the Voting Period it Sponsor shall not, and shall cause its Affiliates not to, other than pursuant to this Agreement, the Merger Agreement or the Transactions or without the Purchaser’s and the Company’s prior written consent, (Ai) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares Securities (as defined below); (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities (other than a proxy granted to a representative of such Holder to attend and vote at a meeting which is voted in accordance with this Agreement); or (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by the Merger Agreement, this Agreement, the other Ancillary Documents, applicable securities Laws or the Company’s Organizational DocumentsDocuments of the Purchaser, as in effect on the date hereof) with respect to any or all of the Shares Securities; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holderin any material respect the Sponsor’s ability to perform its obligations under this Agreement. The Company Purchaser hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Holder The Sponsor agrees with, and covenants to, the Purchaser and the Company that Holder the Sponsor shall not request that the Company Purchaser register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Security during the term of this Agreement Voting Period without the prior written consent of the PurchaserPurchaser and the Company, and the Company Purchaser hereby agrees that it shall not effect any such Transfer.

No Transfers. Holder agrees that during the period from and Voting Period, except as expressly provided or required hereunder or under the Acquisition Agreement (including in connection with the date hereof through the end of the Voting Period Offer), it shall not, and shall cause its Affiliates not to, without the PurchaserBNN’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the CompanyMICT’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, the Purchaser BNN that Holder shall not request that the Company MICT register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the PurchaserBNN, and the Company MICT hereby agrees that it shall not effect register any such Transfer. For the avoidance of doubt, Holder shall be expressly permitted to tender, and nothing in this Agreement shall prevent Holder from tendering, any shares in connection with the Offer.

No Transfers. Holder Except as may be permitted by this Agreement, Hxxxxx agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the Purchaser’s prior joint written consentconsent of PHP Ventures and the Company, (Ai) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)Shares; (Bii) grant any proxies or powers of attorney with respect to any or all of the Shares; or (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational DocumentsExisting Articles, as in effect on the date hereof) with respect to any or all of the Shares Shares; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, PHP Ventures and the Purchaser Company that Holder unless permitted by this Agreement, Hxxxxx shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of PHP Ventures and the PurchaserCompany, and the Company hereby agrees that it shall not effect any such TransferTransfer in violation of this Agreement.

No Transfers. Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the PurchaserCompany’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Kalyx Charter or Kalyx bylaws (the “Kalyx Organizational Documents”), as in effect on the date hereof) with respect to any or all of the Shares Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company Kalyx hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, the Purchaser Company that Holder shall not request that the Company Kalyx register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the PurchaserCompany, and the Company Kalyx hereby agrees that it shall not effect any such Transfer.

No Transfers. Unless this Agreement shall have been terminated in accordance with Section 4(a) of this Agreement, Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the PurchaserCompany’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; or (C) permit to exist any material lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Shares; or (D) take any action that would have the effect of materially preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, the Purchaser Company that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the PurchaserCompany, and the Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Save for any grant or exercise of options pursuant to the true-up policy under the Company Stock Incentive Plan or any other share incentive schemes, the Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the PurchaserParent’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)Shares; (B) grant any proxies or powers of attorney with respect to any or all of the SharesShares (other than pursuant to the terms of this Agreement); or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, the Merger Agreement or applicable securities Laws or the Company’s Organizational DocumentsLaws, as in effect on the date hereof) with respect to any or all of the Shares Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, the Purchaser Parent that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement in breach of this clause without the prior written consent of the PurchaserParent, and the Company hereby agrees that it shall not effect any such Transfer.

No Transfers. The Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the Purchaser’s and the Company’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)Subject Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Subject Shares; or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, the Business Combination Agreement, the other Ancillary Documents, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Subject Shares; or (D) take any action that would have with the effect intent of preventing, impeding, interfering with or adversely affecting the Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Subject Shares in violation of this Agreement. The Holder agrees with, and covenants to, the Purchaser and the Company that the Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Subject Shares during the term of this Agreement Voting Period without the prior written consent of the Purchaser, Purchaser and the Company hereby agrees that it shall not effect any Company, unless such TransferTransfer is permitted hereunder.

No Transfers. Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the Purchaser’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)Shares; (B) grant any proxies or powers of attorney with respect to any or all of the SharesShares except such proxies are consents in favor of the Merger and other transactions contemplated by the Merger Agreement to the Company or its proxy committee; or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, the Purchaser that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the Purchaser, and the Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Each Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the Purchaser’s prior joint written consentconsent of Avalon and the Company, (Ai) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)Securities; (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; or (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documentslimited partnership agreements, as amended, of the applicable Partnership, as in effect on the date hereof) with respect to any or all of the Shares Securities; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting any Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Each Holder agrees with, and covenants to, the Purchaser Company and Avalon that such Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Securities during the term of this Agreement without the prior written consent of the Purchaser, and the Company hereby agrees that it shall not effect any such TransferCompany.

No Transfers. Each Holder agrees that during that, prior to the period from and including Termination Date, except as contemplated by this Agreement, the date hereof through the end of the Voting Period Merger Agreement or any other Transaction Document, it shall not, and shall cause its Affiliates not to, without the PurchaserLandcadia’s prior written consentconsent (which consent may be given or withheld by Landcadia in its sole discretion): (i) directly or indirectly, (A) offer for sale, sell (including short sales), transfer, tender, pledge, convert, encumber, assign or otherwise dispose of (including by gift) , merger, tendering into any tender offer or exchange offer or otherwise), either voluntarily or involuntarily (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)Covered Shares; (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesCovered Shares (except in connection with voting by proxy at a meeting of stockholders of Xxxxxxx as contemplated by Section 1 of this Agreement); or (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) Lien with respect to any or all of the Covered Shares other than those created by this Agreement. Notwithstanding the foregoing, this Section 3.1 shall not prohibit a Transfer of Covered Shares by any Holder to an Affiliate of such Holder; provided that such Transfer shall be permitted only if, prior to or (D) take in connection with such Transfer, the transferee agrees in writing, reasonably satisfactory in form and substance to Landcadia, to assume all of the obligations of such Holder hereunder and to be bound by the terms of this Agreement; provided further that any action that would have Transfer permitted under this Section 3.1 shall not relieve the effect Holder of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares Any transfer in violation of this Agreement. Holder agrees with, Section 3.1 shall be null and covenants to, the Purchaser that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the Purchaser, and the Company hereby agrees that it shall not effect any such Transfervoid ab initio.

No Transfers. Each Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the Purchaser’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares Securities (as defined below); (B) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Securities; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting such Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares Securitas in violation of this Agreement. Each Holder agrees with, and covenants to, the Purchaser that such Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the Purchaser, and the Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Holder agrees that Each Holder, severally and not jointly, agree that, during the period from and including the date hereof through the end of the Voting Period it Period, such Holder shall not, and shall cause its Affiliates not to, other than pursuant to this Agreement, the Merger Agreement or the Transactions, without the Purchaser’s and the Company’s prior written consent, (Ai) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)Subject Shares; (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesSubject Shares (other than a proxy granted to a representative of such Holder to attend and vote at a meeting which is voted in accordance with this Agreement); or (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by the Merger Agreement, this Agreement, the other Ancillary Documents, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Subject Shares; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting in any material respect such Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Subject Shares in violation of this Agreement. Such Holder agrees with, and covenants to, the Purchaser and the Company that such Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Subject Shares during the term of this Agreement Voting Period without the prior written consent of the PurchaserPurchaser and the Company, and the Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Holder agrees that during the period from and including the date hereof through the end of the Voting Period it Period, Holder shall not, and Holder shall cause its Holder’s Affiliates not to, without the Purchaser’s prior written consentconsent of Pubco and Delta, (Ai) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares Securities (as defined below); (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; or (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the CompanyCHC’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Securities; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company CHC hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Holder agrees with, and covenants toto Pubco and Delta, the Purchaser that Holder shall not request that the Company CHC register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Security during the term of this Agreement without Agreement, unless and until Holder shall have complied with the prior written consent terms of the Purchaser, and the Company hereby agrees that it shall not effect any such Transferthis Agreement.

No Transfers. Subject to Section 3(b), Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not toto (except as may specifically be required by court order or by operation of law), without the PurchaserParent’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)Shares; (B) other than as set forth herein or in the Investor Agreements, grant any proxies or powers of attorney with respect to any or all of the Shares; or (C) permit to exist create any lien Lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documentsorganizational documents, as in effect on the date hereof) with respect to any or all of the Shares Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, Parent and the Purchaser Company that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the PurchaserParent, and the Company hereby agrees that it shall not effect any such TransferTransfer in the absence of such consent.

No Transfers. Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the Purchaser’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares Securities (as defined below); (B) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Securities; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Holder agrees with, and covenants to, the Purchaser that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Security during the term of this Agreement without the prior written consent of the Purchaser, and the Company hereby agrees that it shall not effect any such Transfer. [Notwithstanding anything to the contrary contained in this Section 3(a), the Purchaser and the Company hereby agree that during the Voting Period, Holder may Transfer up to an aggregate of three hundred thousand (300,000) shares of Company Common Stock in open market transactions without the consent of the Purchaser or the Company or the requirement that any of the transferees thereof become party to or bound by the terms of this Agreement.]1 1 Only for Xxxx Pharma LLC and Xxxx Pharma LLC.

No Transfers. Holder agrees that during the period from and Voting Period, except as expressly provided or required hereunder or under the Acquisition Agreement (including in connection with the date hereof through the end of the Voting Period Offer), it shall not, and shall cause its Affiliates not to, without the PurchaserBNN’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the CompanyMICT’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder Xxxxxx agrees with, and covenants to, the Purchaser BNN that Holder shall not request that the Company MICT register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the PurchaserBNN, and the Company MICT hereby agrees that it shall not effect register any such Transfer. For the avoidance of doubt, Holder shall be expressly permitted to tender, and nothing in this Agreement shall prevent Holder from tendering, any shares in connection with the Offer.

No Transfers. Holder Subject to Section 4(b), each of the Sponsor and the Parent agrees that that, during the period from and including the date hereof through the end Support Period, each of the Voting Period it Sponsor and the Parent shall not, and shall cause its their respective Affiliates not to, without SPAC’s and the PurchaserCompany’s prior written consent, (Ai) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)their respective Subject Shares; (Bii) grant any proxies or powers of attorney with respect to any or all of the their respective Subject Shares; or (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by the Business Combination Agreement, this Agreement, the other Transaction Documents, applicable securities Laws or the Company’s Organizational DocumentsGoverning Documents of SPAC, Merger Sub or the Company as in effect on the date hereof) with respect to any or all of the Shares their respective Subject Shares; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holderin any material respect such Person’s ability to perform its obligations under this Agreement. The Each of SPAC and the Company hereby agrees that it shall not permit any Transfer of the any Subject Shares in violation of this Agreement. Holder agrees with, Each of the Sponsor and the Parent covenants to, to SPAC and the Purchaser Company that Holder neither the Sponsor nor the Parent shall not request that SPAC or the Company register the any Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Subject Shares during the term of this Agreement Support Period without the prior written consent of SPAC and the PurchaserCompany, and each of SPAC and the Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Holder Sponsor agrees that during the period from and including the date hereof through the end term of the Voting Period this Agreement it shall not, and shall cause its Affiliates not to, without the Purchaser’s and the Company’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, the Business Combination Agreement, the other Ancillary Documents, applicable securities Laws or the CompanyPurchaser’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Shares; or (D) take any action that would have with the effect intent of preventing, impeding, interfering with or adversely affecting HolderSponsor’s ability to perform its obligations under this Agreement. The Company Purchaser hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder Sponsor agrees with, and covenants to, the Company and the Purchaser that Holder Sponsor shall not request that the Company Purchaser register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement Voting Period without the prior written consent of the Company and the Purchaser, and the Company hereby agrees that it shall not effect any unless such TransferTransfer is permitted hereunder.

No Transfers. Holder agrees that during the period from and Voting Period, except as expressly provided or required hereunder or under the Merger Agreement (including in connection with the date hereof through the end of the Voting Period Offer), it shall not, and shall cause its Affiliates not to, without the PurchaserIntermediate’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the CompanyMICT’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, the Purchaser Intermediate that Holder shall not request that the Company MICT register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the PurchaserIntermediate, and the Company MICT hereby agrees that it shall not effect register any such Transfer. For the avoidance of doubt, Holder shall be expressly permitted to tender, and nothing in this Agreement shall prevent Holder from tendering, any shares in connection with the Offer.

No Transfers. Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the Purchaser’s prior written consent, (Ai) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares Securities (as defined below); (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; or (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Securities; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Holder agrees with, and covenants to, the Purchaser that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Security during the term of this Agreement without the prior written consent of the Purchaser, and the Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the Purchaser’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares Securities (as defined below); (B) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Securities; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Holder agrees with, and covenants to, the Purchaser that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the Purchaser, and the Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Holder Each Insider agrees that that, during the period from and including the date hereof through the end of the Voting Period it Period, such Insider shall not, and shall cause its Affiliates not to, without the Purchaser’s and the Company’s prior written consent, (Ai) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares Securities (as defined below); (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; or (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by the Business Combination Agreement, this Agreement, the other Ancillary Documents, applicable securities Laws or the Company’s Organizational DocumentsDocuments of the Purchaser, as in effect on the date hereof) with respect to any or all of the Shares Securities; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holderin any material respect such Insider’s ability to perform its obligations under this Agreement. The Company Purchaser hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Holder Each Insider agrees with, and covenants to, the Purchaser and the Company that Holder such Insider shall not request that the Company Purchaser register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Security during the term of this Agreement Voting Period without the prior written consent of the PurchaserPurchaser and the Company, and the Company Purchaser hereby agrees that it shall not effect any such Transfer.

No Transfers. Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the Purchaser’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares Securities (as defined below); (B) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Securities; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. Holder agrees with, and covenants to, the Purchaser that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Security during the term of this Agreement without the prior written consent of the Purchaser, and the Company hereby agrees that it shall not effect any such Transfer. [Notwithstanding anything to the contrary contained in this Section 3(a), the Purchaser and the Company hereby agree that during the Voting Period, Holder may Transfer up to an aggregate of three hundred thousand (300,000) shares of Company Common Stock in open market transactions without the consent of the Purchaser or the Company or the requirement that any of the transferees thereof become party to or bound by the terms of this Agreement.] 1

No Transfers. The Holder agrees that that, during the period from and including Voting Period, the date hereof through the end of the Voting Period it Holder shall not, and shall cause its Affiliates not to, without the Purchaser’s and the Company’s prior written consent, (Ai) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares Securities (as defined below); (Bii) grant any proxies or powers of attorney with respect to any or all of the SharesSecurities; or (Ciii) permit to exist any lien of any nature whatsoever (other than those imposed by the Merger Agreement, this Agreement, the other Ancillary Documents, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Securities; or (Div) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting in any material respect the Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares Securities in violation of this Agreement. The Holder agrees with, and covenants to, the Purchaser and the Company that the Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares Security during the term of this Agreement Voting Period without the prior written consent of the PurchaserPurchaser and the Company, and the Company hereby agrees that it shall not effect any such Transfer.

No Transfers. Holder agrees that during the period from and including the date hereof through the end of the Voting Period it Holder shall not, and shall cause its the Holder Affiliates not to, without SPAC’s and the PurchaserCompany’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares; or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, SPAC and the Purchaser Company that Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement without the prior written consent of the PurchaserSPAC, and the Company hereby agrees that it shall not, and Holder hereby authorizes the Company not to, effect any such unconsented Transfer.

No Transfers. Save for any grant or exercise of options pursuant to the true-up policy under the Company Stock Incentive Plan or any other share incentive schemes, each Holder and Affiliate Holder agrees that during the period from and including the date hereof through the end of the Voting Period it shall not, and shall cause its Affiliates not to, without the PurchaserParent’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares (as defined below)Shares; (B) grant any proxies or powers of attorney with respect to any or all of the SharesShares (other than pursuant to the terms of this Agreement); or (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, the Merger Agreement or applicable securities Laws or the Company’s Organizational DocumentsLaws, as in effect on the date hereof) with respect to any or all of the Shares Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s or any Affiliate Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, the Purchaser and shall cause each Affiliate Holder to agree with and covenant to, Parent that neither Holder or any Affiliate Holder shall not request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement in breach of this clause without the prior written consent of the PurchaserParent, and the Company hereby agrees that it shall not effect any such Transfer.