Common use of Ownership of Subject Shares Clause in Contracts

Ownership of Subject Shares. As of the date hereof, such Shareholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will be, the beneficial owner of, and has, and will have, good and marketable title to, such Shareholder’s Subject Shares with no restrictions on such Shareholder’s rights of disposition pertaining thereto, except as may be otherwise set forth on Annex I hereto. Other than as provided in this Agreement or as set forth on Annex I hereto, such Shareholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such Shareholder’s Subject Shares, the sole power, directly or indirectly, to vote, dispose of, exercise and convert, as applicable, such Subject Shares, and to demand or waive any appraisal rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, the complete and exclusive power to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and (b) agree to all matters set forth in this Agreement. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto, the number of Shares set forth on Annex I opposite the name of such Shareholder are the only Shares beneficially owned by such Shareholder as of the date of this Agreement. Other than the Subject Shares and any Shares that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder (the number of which is set forth opposite the name of such Shareholder on Annex I) or as set forth on Annex I hereto, such Shareholder does not own any Shares or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stock, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder is a party obligating such Shareholder to Transfer or cause to be Transferred, any of such Shareholder’s Subject Shares. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s Subject Shares.

Ownership of Subject Shares. As of the date hereof, such Shareholder Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will be, the a beneficial owner of, and such Stockholder or another Stockholder has, and will have, good and marketable valid title to, such ShareholderStockholder’s Subject Shares with no restrictions on such ShareholderStockholder’s rights of disposition pertaining thereto, except as may be otherwise set forth thereto other than any restrictions under applicable securities laws or in connection with the arrangements described on Annex I hereto. I. Other than as provided in this Agreement or as set forth on Annex I heretoAgreement, such Shareholder Stockholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such ShareholderStockholder’s Subject Shares, either (i) the sole power, directly or indirectly, to votevote and dispose of such Subject Shares or (ii) the shared power together with one or more other Stockholders, directly or indirectly, to vote and dispose of, exercise and convert, as applicable, of such Subject Shares, and to demand or waive any appraisal rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rightsrights other than any limitations, qualifications restrictions in connection with the arrangements described on Annex I, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, the complete and exclusive power power, individually or together with one or more other Stockholders, to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and (b) agree to all matters set forth in this Agreement. Except to the extent None of any such Stockholder’s Subject Shares acquired after the date hereof (which shall become are held in an account that would allow a third party to lend out such Subject Shares upon that acquisition) on any securities lending market or as set forth on Annex I heretootherwise. Other than any shares of GeoMet Common Stock or GeoMet Preferred Stock underlying GeoMet equity awards (other than GeoMet restricted stock), the number of Shares shares of GeoMet Common Stock or GeoMet Preferred Stock set forth on Annex I opposite the name of such Shareholder Stockholder are the only Shares shares of GeoMet Common Stock or GeoMet Preferred Stock beneficially owned by such Shareholder Stockholder as of the date of this Agreement. Other than the Subject Shares and any Shares that are the subject shares of unexercised Company GeoMet Common Stock Options and any Company RSUs held by such Shareholder or GeoMet Preferred Stock underlying GeoMet equity awards (other than GeoMet restricted stock) (the number of which is set forth opposite the name of such Shareholder Stockholder on Annex II under the heading “Shares Subject to GeoMet Equity Awards (other than GeoMet Restricted Stock)”) or as set forth on Annex I heretoI, as of the date hereof such Shareholder Stockholder does not own any Shares shares of GeoMet Common Stock or GeoMet Preferred Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company GeoMet and has no interest in or voting rights with respect to any securities of the CompanyGeoMet. Except as may be required pursuant for any vesting restrictions with respect to award GeoMet restricted stock or any agreements relating to Unvested Restricted Stockor arrangements in connection with the arrangements set forth on Annex I, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder Stockholder is a party obligating such Shareholder Stockholder to Transfer or cause to be Transferred, Transferred to any Person other than a Stockholder any of such ShareholderStockholder’s Subject Shares. No Except as set forth on Annex I, no Person other than a Stockholder has any contractual or other right or obligation to purchase or otherwise acquire any of such ShareholderStockholder’s Subject Shares.

Ownership of Subject Shares. As of the date hereof, such Shareholder Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof7(b) or accepted for payment pursuant to the Offer) at all times during the term of this Agreement Period (as defined below) will be, the beneficial owner of, and has, and will have, have good and marketable title to, such Shareholder’s Subject Shares with no restrictions on such ShareholderStockholder’s rights of disposition pertaining thereto, except as may be otherwise set forth on Annex I hereto. Other than as provided in this Agreement or (including as set forth on Annex Schedule I hereto), such Shareholder Stockholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof7(b)) at all times during the term of this Agreement Period will have, with respect to such Shareholder’s Subject Shares, the sole power, directly or indirectly, to vote, dispose of, exercise and convert, as applicable, such the Subject Shares, and to demand or waive any appraisal rights or issue instructions pertaining to such the Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rightsrights (except as imposed by Applicable Law or pursuant to Company policies and procedures governing trading in the Company’s securities), and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof7(b)) at all times during the term of this Agreement Period will have, the complete and exclusive power to, directly or indirectly indirectly, (ai) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and this Agreement, (bii) agree to all matters set forth in this AgreementAgreement and (iii) demand and waive any applicable appraisal or dissent rights. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto), the number of Shares shares of the Company Common Stock set forth on Annex I opposite the name of such Shareholder signature page hereof are the only Shares shares of Company Common Stock beneficially owned by such Shareholder as of Stockholder on the date of this Agreement. Other than the Subject Shares and any Shares that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder (the number of which is set forth opposite the name of such Shareholder on Annex I) or as set forth on Annex I heretoShares, such Shareholder Stockholder does not own any Shares shares of Company Common Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stockprovided in this Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder Stockholder is a party obligating such Shareholder Stockholder to Transfer or cause to be Transferred, any of such Shareholder’s the Subject Shares. No Except pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s the Subject Shares.

Ownership of Subject Shares. As of the date hereof, such Shareholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will be, The Stockholder is the beneficial and/or record owner (as specified on Schedule A) of, and has, and will have, has good and marketable title to, such Shareholder’s the Subject Shares with no restrictions on such Shareholder’s rights free and clear of disposition pertaining thereto, except as may be otherwise set forth on Annex I heretoall Encumbrances. Other than as provided in this Agreement or as set forth on Annex I heretoAgreement, such Shareholder has, and (except the Stockholder has with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such Shareholder’s Subject Shares, the sole power, directly or indirectly, to vote, dispose of, exercise exercise, exchange and convert, as applicable, such the Subject Shares, and to demand or waive any appraisal or dissenters’ rights or issue instructions pertaining to such the Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, has the complete and exclusive power to, directly or indirectly indirectly: (ai) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and 3; (bii) agree to all matters set forth in this Agreement. Except ; and (iii) demand and waive appraisal or dissenters’ rights with respect to the extent Subject Shares. The number of any Subject Shares acquired after shares of the date hereof (which shall become Subject Shares upon that acquisition) or as Company Common Stock set forth on Annex I hereto, the number of Shares set forth on Annex I Schedule A opposite the name of such Shareholder the Stockholder are the only Shares shares of Company Common Stock owned beneficially owned and/or of record (as specified on Schedule A) by such Shareholder as of the date of this AgreementStockholder. Other than the Subject Shares and any Shares shares of Company Common Stock that are the subject of unexercised Company Options or Company Restricted Stock Options and any Company RSUs Units held by such Shareholder the Stockholder (the number of which is set forth opposite the name of such Shareholder the Stockholder on Annex I) or as set forth on Annex I heretoSchedule A), such Shareholder the Stockholder does not own any Shares shares of Company Common Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stockprovided in this Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder the Stockholder is a party obligating such Shareholder the Stockholder to Transfer or cause to be Transferred, any of such Shareholder’s the Subject Shares. No Except pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s the Subject Shares.

Ownership of Subject Shares. As of Except to the date hereof, such Shareholder is, and (except with respect to extent any Subject Owned Shares or New Shares are Transferred in accordance with Section 1.2 hereof4.02, the Owned Shares are and the New Shares will be beneficially owned (as defined in Rule 13d-3 promulgated under the Exchange Act) at all times during the term and owned of this Agreement will be, record by such Holder. Such Holder is the beneficial owner of, and has, with respect to the Owned Shares, and will havehave with respect to the New Shares, good and marketable title to, such Shareholder’s Subject Shares with no restrictions on such Shareholder’s rights of disposition pertaining thereto, except as may be otherwise set forth on Annex I hereto. Other than as provided in this Agreement or as set forth on Annex I hereto, such Shareholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such Shareholder’s Subject Shares, free and clear of all Liens, except for any Liens created by this Agreement, imposed by applicable securities laws or that would not, individually or in the aggregate, reasonably be expected to prevent, impair or interfere with the ability of such Holder to perform its obligations hereunder or consummate the transactions contemplated hereby on a timely basis. Such Holder does not, and will not, beneficially own (within the meaning of Section 13 of the Exchange Act) any Shares other than the Subject Shares. Except as contemplated by this Agreement, such Holder has the sole power, directly or indirectly, right to vote, dispose of, exercise and convert, vote (including the right to control such vote as applicable, such contemplated herein) the Subject Shares, and no Subject Share is subject to demand any voting trust or waive any appraisal rights or issue instructions pertaining to such Subject Shares other agreement with respect to the voting thereof. Such Holder has the sole right to dispose of the Subject Shares and the sole power to issue instructions with respect to the matters set forth herein, and the sole power to agree to all of the matters set forth in this Agreement, in each case with no limitationsrestrictions, qualifications or restrictions subject to the applicable securities laws, on such rightsits rights of disposition of the Subject Shares. Except as contemplated by this Agreement, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, the complete and exclusive power to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and (b) agree to all matters set forth in this Agreement. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto, the number of Shares set forth on Annex I opposite the name of such Shareholder are the only Shares beneficially owned by such Shareholder as of the date of this Agreement. Other than the Subject Shares and any Shares that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder (the number of which is set forth opposite the name of such Shareholder on Annex I) or as set forth on Annex I hereto, such Shareholder does not own any Shares or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stock, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder is a party obligating such Shareholder Holder to Transfer sell, transfer, pledge, assign, exchange, lend, encumber or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise (collectively, “Transfer”), or cause to be Transferred, Transferred any Subject Shares or otherwise relating to the Transfer of such Shareholder’s any Subject Shares. No Shares and (b) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s Subject Shares.

Ownership of Subject Shares. As of the date hereofof this Agreement, such Shareholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will be, the Equityholder is a beneficial owner of, and has, and will have, such Equityholder or another Equityholder has good and marketable valid title to, such ShareholderEquityholder’s Subject Shares with no restrictions on such ShareholderEquityholder’s rights of disposition pertaining thereto, except as may be otherwise set forth thereto other than any restrictions under applicable securities laws or in connection with the arrangements described on Annex I hereto. I. Other than as provided in this Agreement or as set forth on Annex I heretoAgreement, such Shareholder Equityholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such ShareholderEquityholder’s Subject Shares, either (i) the sole power, directly or indirectly, to votevote and dispose of such Subject Shares or (ii) the shared power together with one or more other Equityholder, directly or indirectly, to vote and dispose of, exercise and convert, as applicable, of such Subject Shares, and to demand or waive any appraisal rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rightsrights other than any limitations, qualifications restrictions in connection with the arrangements described on Annex I, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, has the complete and exclusive power power, individually or together with one or more other Equityholder, to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof of this Agreement and (b) agree to all matters set forth in this Agreement. Except to the extent None of any such Equityholder’s Subject Shares acquired after the date hereof (which shall become are held in an account that would allow a third party to lend out such Subject Shares upon that acquisition) on any securities lending market or as set forth on Annex I heretootherwise. Other than any shares of CST Common Stock or Partnership Units underlying CST or Partnership equity awards (other than CST restricted stock), the number of Shares shares of CST Common Stock or Partnership Units set forth on Annex I opposite the name of such Shareholder Equityholder are the only Shares shares of CST Common Stock or Partnership Units beneficially owned by such Shareholder Equityholder as of the date of this Agreement. Other than the Subject Shares and any Shares that are the subject shares of unexercised Company CST Common Stock Options and any Company RSUs held by such Shareholder or Partnership Units underlying CST or Partnership equity awards (other than CST restricted stock) (the number of which is set forth opposite the name of such Shareholder Equityholder on Annex II under the heading “Shares Subject to CST Equity Awards (other than CST Restricted Stock)” and “Units Subject to Partnership Equity Awards”) or as set forth on Annex I heretoI, as of the date of this Agreement such Shareholder Equityholder does not own any Shares shares of CST Common Stock or Partnership Units or any options to purchase or rights to subscribe for or otherwise acquire any securities of CST or the Company Partnership and has no interest in or voting rights with respect to any securities of CST or the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stock, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder is a party obligating such Shareholder to Transfer or cause to be Transferred, any of such Shareholder’s Subject Shares. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s Subject SharesPartnership.

Ownership of Subject Shares. As of the date hereof, such Shareholder Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof7(b) hereof or accepted for payment pursuant to the Offer) at all times during the term of this Agreement Period will be, the beneficial owner of, and has, and will have, have good and marketable title to, such ShareholderStockholder’s Subject Shares with no restrictions on such ShareholderStockholder’s rights of disposition pertaining thereto, except as may be otherwise set forth on Annex I hereto. Other than as provided in this Agreement or as set forth on Annex I heretoAgreement, such Shareholder Stockholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof7(b)) at all times during the term of this Agreement Period will have, with respect to such ShareholderStockholder’s Subject Shares, the sole power, directly or indirectly, to vote, dispose of, exercise and convert, as applicable, such Subject Shares, and to demand or waive any appraisal rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof7(b)) at all times during the term of this Agreement Period will have, the complete and exclusive power to, directly or indirectly indirectly, (aA) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and 4, (bB) agree to all matters set forth in this AgreementAgreement and (C) demand and waive appraisal or dissent rights. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto), the number of Shares shares of the Company Common Stock set forth on Annex I Schedule A opposite the name of such Shareholder Stockholder are the only Shares shares of Company Common Stock beneficially owned by such Shareholder as of Stockholder on the date of this Agreement. Other than the Subject Shares and any Shares shares of Company Common Stock that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder Stockholder (the number of which is set forth opposite the name of such Shareholder Stockholder on Annex I) or as set forth on Annex I heretoSchedule A), such Shareholder Stockholder does not own any Shares shares of Company Common Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stockprovided in this Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder Stockholder is a party obligating such Shareholder Stockholder to Transfer or cause to be Transferred, any of such ShareholderStockholder’s Subject Shares. No Except pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such ShareholderStockholder’s Subject Shares.

Ownership of Subject Shares. As of Except to the date hereof, such Shareholder is, and (except with respect to extent any Subject Owned Shares or New Shares are Transferred in accordance with Section 1.2 hereof4.02, the Owned Shares are and the New Shares will be beneficially owned (as defined in Rule 13d-3 promulgated under the Exchange Act) at all times during the term and owned of this Agreement will be, record by such Holder. Such Holder is the beneficial owner of, and has, with respect to the Owned Shares, and will havehave with respect to the New Shares, good and marketable title to, such Shareholder’s Subject Shares with no restrictions on such Shareholder’s rights of disposition pertaining thereto, except as may be otherwise set forth on Annex I hereto. Other than as provided in this Agreement or as set forth on Annex I hereto, such Shareholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such Shareholder’s Subject Shares, free and clear of all Liens, except for any Liens created by this Agreement, imposed by applicable securities laws or that would not, individually or in the aggregate, reasonably be expected to prevent, impair or interfere with the ability of such Holder to perform its obligations hereunder or consummate the transactions contemplated hereby on a timely basis. Such Holder does not, and will not, beneficially own (within the meaning of Section 13 of the Exchange Act) any Shares other than the Subject Shares. Except as contemplated by this Agreement, such Holder has the sole power, directly or indirectly, right to vote, dispose of, exercise and convert, vote (including the right to control such vote as applicable, such contemplated herein) the Subject Shares, and no Subject Share is subject to demand any voting trust or waive any appraisal rights or issue instructions pertaining to such Subject Shares other agreement with respect to the voting thereof. Such Holder has the sole right to dispose of the Subject Shares and the sole power to issue instructions with respect to the matters set forth herein, and the sole power to agree to all of the matters set forth in this Agreement, in each case with no limitationsrestrictions, qualifications or restrictions subject to the applicable securities laws, on such rightsits rights of disposition of the Subject Shares. Except as contemplated by this Agreement, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, the complete and exclusive power to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and (b) agree to all matters set forth in this Agreement. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto, the number of Shares set forth on Annex I opposite the name of such Shareholder are the only Shares beneficially owned by such Shareholder as of the date of this Agreement. Other than the Subject Shares and any Shares that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder (the number of which is set forth opposite the name of such Shareholder on Annex I) or as set forth on Annex I hereto, such Shareholder does not own any Shares or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stock, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder is a party obligating such Shareholder Holder to Transfer sell, transfer, pledge, assign, exchange, lend, encumber or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise (collectively, “Transfer”), or cause to be Transferred, Transferred any of such Shareholder’s Subject Shares. No Person has any contractual or other right or obligation to purchase Shares or otherwise acquire relating to the Transfer of any of such Shareholder’s Subject Shares.Shares and

Ownership of Subject Shares. As of the date hereof, such Shareholder Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will be, the a beneficial owner of, and such Stockholder or another Stockholder has, and will have, good and marketable valid title to, such ShareholderStockholder’s Subject Shares with no restrictions on such ShareholderStockholder’s rights of disposition pertaining thereto, except as may be otherwise set forth thereto other than any restrictions in connection with the arrangements described on Annex I hereto. I. Other than as provided in this Agreement or as set forth on Annex I heretoAgreement, such Shareholder Stockholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such ShareholderStockholder’s Subject Shares, either (i) the sole power, directly or indirectly, to votevote and dispose of such Subject Shares or (ii) the shared power together with one or more other Stockholders, directly or indirectly, to vote and dispose of, exercise and convert, as applicable, of such Subject Shares, and to demand or waive any appraisal rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rightsrights other than any limitations, qualifications restrictions in connection with the arrangements described on Annex I, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, the complete and exclusive power power, individually or together with one or more other Stockholders, to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and (b) agree to all matters set forth in this Agreement. Except to the extent None of any such Stockholder’s Subject Shares acquired after the date hereof (which shall become are held in an account that would allow a third party to lend out such Subject Shares upon that acquisition) on any securities lending marked or as set forth on Annex I heretootherwise. Other than any shares of Common Stock underlying Company Equity Awards (other than Company Restricted Stock), the number of Shares shares of Common Stock set forth on Annex I opposite the name of such Shareholder Stockholder are the only Shares shares of Common Stock beneficially owned by such Shareholder Stockholder as of the date of this Agreement. Other than the Subject Shares and any Shares that are the subject shares of unexercised Common Stock underlying Company Stock Options and any Equity Awards (other than Company RSUs held by such Shareholder Restricted Stock) (the number of which is set forth opposite the name of such Shareholder Stockholder on Annex II under the heading “Shares Subject to Company Equity Awards (other than Company Restricted Stock)”) or as set forth on Annex I heretoI, as of the date hereof such Shareholder Stockholder does not own any Shares shares of Common Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as may be required pursuant for any vesting restrictions with respect to award Company Restricted Stock or any agreements relating to Unvested Restricted Stockor arrangements in connection with the arrangements set forth on Annex I, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder Stockholder is a party obligating such Shareholder Stockholder to Transfer or cause to be Transferred, Transferred to any Person other than a Stockholder any of such ShareholderStockholder’s Subject Shares. No Except as set forth on Annex I, no Person other than a Stockholder has any contractual or other right or obligation to purchase or otherwise acquire any of such ShareholderStockholder’s Subject Shares.

Ownership of Subject Shares. As of the date hereof, such the Shareholder is, and (except with respect to any Subject Shares Transferred (as defined below) in accordance with Section 1.2 hereof7(b) or accepted for payment pursuant to the Offer) at all times during the term of this Agreement Period will be, the beneficial and/or record owner (as specified on Schedule A) of, and has, and will have, have good and marketable title to, such Shareholder’s Subject Shares with no restrictions on such Shareholder’s rights free and clear of disposition pertaining thereto, except as may be otherwise set forth on Annex I heretoall Encumbrances. Other than as provided in this Agreement or as set forth on Annex I heretoAgreement, such Shareholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof7(b) or accepted for payment pursuant to the Offer) at all times during the term of this Agreement Period will have, with respect to such Shareholder’s Subject Shares, the sole power, directly or indirectly, to vote, dispose of, exercise exercise, exchange and convert, as applicable, such Subject Shares, and to demand or waive any appraisal or dissenters’ rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof7(b) or accepted for payment pursuant to the Offer) at all times during the term of this Agreement Period will have, the complete and exclusive power to, directly or indirectly indirectly: (ai) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and 4; (bii) agree to all matters set forth in this Agreement; and (iii) demand and waive appraisal or dissenters’ rights. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto), the number of Shares shares of the Company Common Stock set forth on Annex I Schedule A opposite the name of such Shareholder are the only Shares shares of Company Common Stock owned beneficially owned and/or of record (as specified on Schedule A) by such Shareholder as of on the date of this Agreement. Other than the Subject Shares and any Shares shares of Company Common Stock that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder (the number of which is set forth opposite the name of such Shareholder on Annex I) or as set forth on Annex I heretoSchedule A), such Shareholder does not own any Shares shares of Company Common Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stockprovided in this Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder is a party obligating such Shareholder to Transfer or cause to be Transferred, any of such Shareholder’s Subject Shares. No Except pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s Subject Shares.

Ownership of Subject Shares. As of the date hereof, such Shareholder the Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof7(b) or accepted for payment and paid for pursuant to the Offer) at all times during the term of this Agreement Period will be, the beneficial and/or record owner (as specified on Schedule A) of, and has, and will have, have good and marketable title to, such Shareholder’s the Subject Shares with no free and clear of all Liens, including any limitations or restrictions on such Shareholderthe Stockholder’s voting or disposition rights of disposition pertaining thereto, except as may be otherwise set forth on Annex I hereto. Other than as provided in this Agreement or as set forth on Annex I heretoAgreement, such Shareholder the Stockholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof7(b) or accepted for payment and paid for pursuant to the Offer) at all times during the term of this Agreement Period will have, with respect to such Shareholder’s the Subject Shares, the sole power, directly or indirectly, to vote, dispose of, exercise exercise, exchange and convert, as applicable, such the Subject Shares, and to demand or waive any appraisal or dissenters’ rights or issue instructions pertaining to such the Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, subject to applicable Law and the terms of this Agreement, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof7(b) or accepted for payment and paid for pursuant to the Offer) at all times during the term of this Agreement Period will have, the complete and exclusive power to, directly or indirectly indirectly: (ai) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and 4; (bii) agree to all matters set forth in this Agreement; and (iii) demand and waive appraisal or dissenters’ rights. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto), the number of Shares shares of the Common Stock set forth on Annex I Schedule A opposite the Stockholder’s name of such Shareholder are the only Shares shares of Common Stock owned beneficially owned and/or of record (as specified on Schedule A) by such Shareholder as of the Stockholder on the date of this Agreement. Other than the Subject Shares and any Shares shares of Common Stock that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder the Stockholder (the number of which is set forth opposite the Stockholder’s name of such Shareholder on Annex I) or as set forth on Annex I heretoSchedule A), such Shareholder the Stockholder does not own any Shares shares of Common Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stockprovided in this Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder the Stockholder is a party obligating such Shareholder Stockholder to Transfer or cause to be Transferred, any of such Shareholder’s the Subject Shares. No Except pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s the Subject Shares.

Ownership of Subject Shares. As of the date hereof, such the Shareholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof7(b) or accepted for payment pursuant to the Offer) at all times during the term of this Agreement Period will be, the beneficial and/or record owner (as specified on Schedule A) of, and has, and will have, have good and marketable title to, such Shareholder’s Subject Shares with no free and clear of all Encumbrances, including any limitations or restrictions on such Shareholder’s voting or disposition rights of disposition pertaining thereto, except as may be otherwise set forth on Annex I hereto. Other than as provided in this Agreement or as set forth on Annex I heretoAgreement, such Shareholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof7(b) or accepted for payment pursuant to the Offer) at all times during the term of this Agreement Period will have, with respect to such Shareholder’s Subject Shares, the sole power, directly or indirectly, to vote, dispose of, exercise exercise, exchange and convert, as applicable, such Subject Shares, and to demand or waive any appraisal or dissenters’ rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof7(b) or accepted for payment pursuant to the Offer) at all times during the term of this Agreement Period will have, the complete and exclusive power to, directly or indirectly indirectly: (ai) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and 4; (bii) agree to all matters set forth in this Agreement; and (iii) demand and waive appraisal or dissenters’ rights. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto), the number of Shares shares of the Company Common Stock set forth on Annex I Schedule A opposite the name of such Shareholder are the only Shares shares of Company Common Stock owned beneficially owned and/or of record (as specified on Schedule A) by such Shareholder as of on the date of this Agreement. Other than the Subject Shares and any Shares shares of Company Common Stock that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder (the number of which is set forth opposite the name of such Shareholder on Annex I) or as set forth on Annex I heretoSchedule A), such Shareholder does not own any Shares shares of Company Common Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stockprovided in this Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder is a party obligating such Shareholder to Transfer or cause to be Transferred, any of such Shareholder’s Subject Shares. No Except pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s Subject Shares.

Ownership of Subject Shares. As of the date hereof, such the Shareholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof6(b) or accepted for payment pursuant to the Offer) at all times during the term of this Agreement Period will be, the beneficial owner of, and has, and will have, have good and marketable title to, such Shareholder’s the Subject Shares with no restrictions on such the Shareholder’s rights of disposition pertaining thereto, except as may be otherwise set forth on Annex I hereto. Other than as provided in this Agreement or as set forth on Annex I heretoAgreement, such the Shareholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof6(b)) at all times during the term of this Agreement Period will have, with respect to such Shareholder’s Subject Shares, have the sole power, directly or indirectly, to vote, dispose of, exercise and convert, as applicable, such the Subject Shares, and to demand or waive any appraisal rights or issue instructions pertaining to such the Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof6(b)) at all times during the term of this Agreement Period will have, the complete and exclusive power to, directly or indirectly indirectly, (aA) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and 5, (bB) agree to all matters set forth in this AgreementAgreement and (C) demand and waive any applicable appraisal or dissent rights. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto), the number of Shares shares of the Company Common Stock set forth on Annex I opposite the name of such Shareholder signature page hereof are the only Shares shares of Company Common Stock beneficially owned by such the Shareholder as of on the date of this Agreement. Other than the Subject Shares and any Shares shares of Company Common Stock that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder (the number of which is set forth opposite Shareholder, the name of such Shareholder on Annex I) or as set forth on Annex I hereto, such Shareholder does not own any Shares shares of Company Common Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stockprovided in this Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, to which such the Shareholder is a party obligating such the Shareholder to Transfer or cause to be Transferred, any of such Shareholder’s the Subject Shares. No Except pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s the Subject Shares.

Ownership of Subject Shares. As of the date hereof, such Shareholder the Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof7.2 or accepted for payment pursuant to the Offer) at all times during the term of this Agreement Period will be, the beneficial and/or record owner (as specified on Schedule A) of, and has, and will have, have good and marketable title to, such ShareholderStockholder’s Subject Shares with no free and clear of all Liens, including any limitations or restrictions on such ShareholderStockholder’s voting or disposition rights of disposition pertaining thereto, except as may be otherwise set forth on Annex I hereto. Other than as provided in this Agreement or as set forth on Annex I heretoAgreement, such Shareholder Stockholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof7.2 or accepted for payment pursuant to the Offer) at all times during the term of this Agreement Period will have, with respect to such ShareholderStockholder’s Subject Shares, the sole power, directly or indirectly, to vote, dispose of, exercise exercise, exchange and convert, as applicable, such Subject Shares, and to demand or waive any appraisal or dissenters’ rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof7.2 or accepted for payment pursuant to the Offer) at all times during the term of this Agreement Period will have, the complete and exclusive power to, directly or indirectly indirectly: (ai) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and 4; (bii) agree to all matters set forth in this Agreement; and (iii) demand and waive appraisal or dissenters’ rights. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto), the number of Shares shares of the Company Common Stock set forth on Annex I Schedule A opposite the name of such Shareholder Stockholder are the only Shares shares of Company Common Stock owned beneficially owned and/or of record (as specified on Schedule A) by such Shareholder as of Stockholder on the date of this Agreement. Other than the Subject Shares and any Shares shares of Company Common Stock that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder Stockholder (the number of which is set forth opposite the name of such Shareholder Stockholder on Annex I) or as set forth on Annex I heretoSchedule A), such Shareholder Stockholder does not own any Shares shares of Company Common Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stockprovided in this Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder Stockholder is a party obligating such Shareholder Stockholder to Transfer or cause to be Transferred, any of such ShareholderStockholder’s Subject Shares. No Except pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such ShareholderStockholder’s Subject Shares.

Ownership of Subject Shares. As of the date hereof, such Shareholder Stockholder (together with such Stockholder’s spouse if such Stockholder is married and the Subject Shares constitute community property under applicable Law) is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement Period will be, the record and beneficial owner of(for purposes of this Agreement, and has, and will have, good and marketable title to, as defined in Rule 13d-3 under the Exchange Act) of such ShareholderStockholder’s Subject Shares free and clear of any Liens and with no restrictions on such ShareholderStockholder’s rights of voting or disposition pertaining thereto, except for any applicable restrictions on Transfer under the Securities Act. Except as may be otherwise set forth disclosed on Annex I hereto. Other than as provided in this Agreement or as set forth on Annex I hereto, such Shareholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such Shareholder’s Subject SharesSchedule I, the sole power, directly or indirectly, to vote, dispose of, exercise and convert, as applicable, such Subject Shares, and to demand or waive any appraisal rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, the complete and exclusive power to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and (b) agree to all matters set forth in this Agreement. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto, the number of Shares set forth on Annex Schedule I opposite the name of such Shareholder are Stockholder constitute (i) all of the only Shares beneficially owned shares of Company Common Stock held by such Shareholder Stockholder as of the date hereof and (ii) all of the shares of Company Common Stock subject to Company Stock Options held by such Stockholder which are exercisable as of the date hereof or will become exercisable within 60 days thereafter. Other than as set forth or otherwise disclosed on Schedule I (and excluding any shares of Company Common Stock subject to Company Stock Options held by such Stockholder which will become exercisable more than 60 days after the date of this Agreement. Other than ), as of the Subject Shares and any Shares that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder (the number of which is set forth opposite the name of such Shareholder on Annex I) or as set forth on Annex I heretodate hereof, such Shareholder Stockholder does not beneficially own any Shares (x) shares of capital stock or any options to purchase other voting securities of or rights to subscribe for or otherwise acquire any ownership interests in the Company, (y) securities of the Company and has no interest convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in the Company, or (z) warrants, calls, options or other rights to acquire from the Company any capital stock or other voting securities or ownership interests in or voting rights with respect to any securities of convertible into or exchangeable or exercisable for capital stock or other voting securities or ownership interests in the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stock, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder is a party obligating such Shareholder to Transfer or cause to be Transferred, any of such Shareholder’s Subject Shares. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s Subject Shares.

Ownership of Subject Shares. As of the date hereof, such Shareholder each Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will be, the beneficial owner of, and has, and will have, good and marketable title to, of such ShareholderStockholder’s Subject Shares with no restrictions on such Shareholder’s rights of disposition pertaining thereto, except as may be otherwise set forth on Annex I heretoShares. Other than as provided in this Agreement or as set forth on Annex I heretoAgreement, such Shareholder each Stockholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such ShareholderStockholder’s Subject Shares, the sole power, directly or indirectly, to vote, dispose of, exercise and convert, as applicable, vote such Subject Shares, and to demand or waive any appraisal rights Shares or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, the complete and exclusive power to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and (b) agree to all matters set forth in this Agreement. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto), the number of Subject Shares set forth on Annex I opposite the name of such Shareholder are the only Shares shares of Common Stock beneficially owned by such Shareholder a Stockholder as of the date of this Agreement. Other than the Subject Shares and any Shares that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder (the number of which is set forth opposite the name of such Shareholder on Annex I) or Except as set forth on Annex I heretoSchedule A, such Shareholder does not own other than the Subject Shares, no Stockholder owns any Shares shares of Common Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company Seller and has no interest in or voting rights with respect to any securities Securities of the CompanySeller. Except as may be required pursuant to award agreements relating to Unvested Restricted Stock, there There are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder any Stockholder is a party obligating such Shareholder a Stockholder to Transfer or cause to be Transferred, any of such Shareholdera Stockholder’s Subject Shares. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such ShareholderStockholder’s Subject Shares.

Ownership of Subject Shares. As of the date hereof, such Shareholder Stockholder (together with such Stockholder’s spouse if such Stockholder is married and the Subject Shares constitute community property under applicable Law) is, and (except with respect to any Subject Shares Transferred (as defined below) in accordance with Section 1.2 hereof3.02) at all times during the term of this Agreement Period will be, the record and beneficial owner ofof such Shares as set forth opposite the name of such Stockholder on Schedule I hereto (together with any Shares or other Company Securities that may become subject to this Agreement as provided in Section 3.04, including pursuant to any exercise of Company Options or vesting of any Company RSU Awards, the “Subject Shares”) free and has, clear of any Liens and will have, good and marketable title to, such Shareholder’s Subject Shares with no restrictions on such ShareholderStockholder’s rights of voting or disposition pertaining thereto, except as may be otherwise set forth on Annex I hereto. Other than as provided in this Agreement or as set forth on Annex I hereto, such Shareholder has, and (except with respect to for any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such Shareholder’s Subject Shares, the sole power, directly or indirectly, to vote, dispose of, exercise and convert, as applicable, such Subject Shares, and to demand or waive any appraisal rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or applicable restrictions on such rights, and, Transfer (as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereofdefined below) at all times during under the term of this Agreement will have, the complete and exclusive power to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and (b) agree to all matters set forth in this AgreementSecurities Act. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto), the number of Subject Shares set forth on Annex Schedule I opposite the name of such Shareholder Stockholder are the only Shares beneficially owned by such Shareholder as of Stockholder on the date of this Agreementhereof. Other than the Subject Shares and any Shares that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder (the number of which is set forth opposite the name of such Shareholder on Annex I) or as set forth on Annex I heretoSchedule I, such Shareholder Stockholder does not beneficially own any Shares (i) shares of capital stock or any options to purchase other voting securities of or rights to subscribe for or otherwise acquire any ownership interests in the Company, (ii) securities of the Company and has no interest convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of or ownership interests in the Company, or (iii) warrants, calls, options or other rights to acquire from the Company, or other obligations of the Company to issue, any capital stock or other voting securities or ownership interests in or voting rights with respect to any securities of convertible into or exchangeable or exercisable for capital stock or other voting securities or ownership interests in the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stock, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder is a party obligating such Shareholder to Transfer or cause to be Transferred, any of such Shareholder’s Subject Shares. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s Subject Shares.