Common use of Post-Closing Lock-Up Clause in Contracts

Post-Closing Lock-Up. (a) During the period beginning on the Closing Date and ending (1) 90 days following the Closing Date, no Stockholder may, directly or indirectly, Transfer in excess of 25% of the total number of Restricted Securities held by such Stockholder on the Closing Date, (2) 120 days following the Closing Date, no Stockholder may, directly or indirectly, Transfer (cumulatively, including amounts Transferred pursuant to clause (1) of this sentence) in excess of 50% of the total number of Restricted Securities held by such Stockholder on the Closing Date and (3) 150 days following the Closing Date, no Stockholder may, directly or indirectly, Transfer (cumulatively, including amounts Transferred pursuant to clauses (1) and (2) of this sentence) in excess of 75% of the total number of Restricted Securities held by such Stockholder on the Closing Date. Except as provided in this Section 4.7(a), during the 180-day period following the Closing Date, no Stockholder may, directly or indirectly, (i) offer, sell, contract to sell, lend, encumber, pledge, donate or otherwise dispose of or transfer any Issued Shares issued to such Stockholder pursuant to the Merger Agreement or the Investor Financing Agreement or any securities received as a distribution thereon or otherwise with respect thereto (collectively, “Restricted Securities”) or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by the delivery of shares of Company Common Stock or other securities, in cash or otherwise (any of the foregoing, a “Transfer”). Following the 180-day anniversary of the Closing Date, all or any portion of the Restricted Securities may be Transferred by a Stockholder without restriction under this Section 4.7(a). Anything to the contrary notwithstanding, (i) any Stockholder may sell or otherwise transfer any shares of Parent Common Stock to an Immediate Family Member, to a trust for the benefit of such family member or to such Stockholder’s heirs after the Closing; (ii) any Stockholder that is a partnership or limited liability company may transfer shares of Parent Common Stock to one or more partners, members or Affiliated Business Entities after the Closing; (iii) any Stockholder that is a trust may transfer shares of Parent Common Stock after the Closing to the beneficiary of the trust upon the trust’s maturity; and (iv) any Stockholder may transfer shares of Parent Common Stock to another Stockholder after the Closing, in each case subject to compliance with applicable Law; provided, that each transferee agrees in writing to be bound by all of the provisions of this Section 4.7(a). (b) Following the Closing Date, the Board of Directors of Parent may waive any of the restrictions set forth in Section 4.7(a); provided, however, that such waiver shall apply to all Stockholders pro rata with such Stockholder’s ownership of the Issued Shares (c) Each Stockholder understands that Parent, in Parent’s sole discretion, may require that the Issued Shares bear a legend or other restriction substantially to the following effect (it being agreed that if the Issued Shares are not certificated, other appropriate restrictions shall be implemented to give effect to the following): “THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF THE VOTING AND POST-CLOSING LOCK-UP AGREEMENT, DATED AS OF OCTOBER 17, 2012, AMONG BIOCRYST PHARMACEUTICALS, INC. AND THE STOCKHOLDERS LISTED ON SCHEDULE 1 OF SUCH AGREEMENT.”

Post-Closing Lock-Up. (a) During the period beginning on the Closing Date and ending on the date that is the earlier of (1i) 90 days following one year after the Closing Date, no Stockholder may, directly or indirectly, Transfer in excess of 25% of the total number of Restricted Securities held by such Stockholder on Date and (ii) subsequent to the Closing Date, (2x) if the last reported sale price of Parent Common Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Closing Date or (y) the date following the Closing DateDate on which the Parent completes a liquidation, no Stockholder maymerger, directly share exchange, reorganization or indirectly, Transfer (cumulatively, including amounts Transferred pursuant to clause (1) of this sentence) other similar transaction that results in excess of 50% all of the total number of Restricted Securities held by such Stockholder on Parent’s stockholders having the Closing Date and right to exchange their Parent Common Shares for cash, securities or other property (3) 150 days following the Closing Date, no Stockholder may, directly or indirectly, Transfer (cumulatively, including amounts Transferred pursuant to clauses (1) and (2) of this sentence) in excess of 75% of the total number of Restricted Securities held by such Stockholder on the Closing Date. Except as provided in this Section 4.7(a“Lock-up Period”), during the 180-day period following the Closing Date, no Stockholder may, directly or indirectly, (i) Sponsor shall not offer, sell, contract to sell, lend, encumberhypothecate, pledge, donate grant any option to purchase or otherwise dispose of, directly or indirectly, any of the Sponsor Shares, establish or transfer any Issued Shares issued to such Stockholder pursuant to the Merger Agreement increase a put equivalent position or the Investor Financing Agreement or any securities received as a distribution thereon or otherwise liquidate with respect thereto (collectivelyto or decrease a call equivalent position with respect to, “Restricted Securities”) any of the Sponsor Shares, enter into a transaction that would have the same effect, or (ii) enter into any swap swap, hedge or any other agreement or transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Restricted SecuritiesSponsor Shares, whether any such swap or transaction described in clause (i) or (ii) above is of these transactions are to be settled by the delivery of shares of Company Common Stock or other securitiesany such Sponsor Shares, in cash or otherwise otherwise, publicly disclose the intention to make any transaction specified above, or engage in any Short Sales (any as defined below) with respect to the Sponsor Shares. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the foregoing, a “TransferExchange Act”). Following the 180, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-day anniversary of the Closing Date, all U.S. broker dealers or any portion of the Restricted Securities may be Transferred by a Stockholder without restriction under this Section 4.7(a). Anything to the contrary notwithstanding, (i) any Stockholder may sell or otherwise transfer any shares of Parent Common Stock to an Immediate Family Member, to a trust for the benefit of such family member or to such Stockholder’s heirs after the Closing; (ii) any Stockholder that is a partnership or limited liability company may transfer shares of Parent Common Stock to one or more partners, members or Affiliated Business Entities after the Closing; (iii) any Stockholder that is a trust may transfer shares of Parent Common Stock after the Closing to the beneficiary of the trust upon the trust’s maturity; and (iv) any Stockholder may transfer shares of Parent Common Stock to another Stockholder after the Closing, in each case subject to compliance with applicable Law; provided, that each transferee agrees in writing to be bound by all of the provisions of this Section 4.7(a)foreign regulated brokers. (b) Following In furtherance of the Closing Dateforegoing, during the Lock-up Period, Parent will (i) place a stop order on all the Sponsor Shares, including those which may be covered by a registration statement, and (ii) notify Parent’s transfer agent in writing of the stop order and the restrictions on the Sponsor Shares under this Agreement and direct Parent’s transfer agent not to process any attempts by the Sponsor to resell or transfer any Sponsor Shares, except in compliance with this Agreement. In addition to any other applicable legends, each certificate or book entry position representing the Sponsor Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SHARES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SPONSOR SUPPORT AGREEMENT, DATED AS OF [•], 2023, BY AND AMONG THE ISSUER OF SUCH SHARES (THE “ISSUER”) AND THE ISSUER’S SHAREHOLDER NAMED THEREIN. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (c) Notwithstanding the foregoing, and subject to the conditions below, the Board Sponsor may transfer Sponsor Shares in connection with (each, a “Permitted Transfer”): (i) transfers or distributions to the Sponsor’s current or former general or limited partners, managers or members, stockholders, other equity holders, consultants or direct or indirect affiliates (within the meaning of Directors Rule 405 under the Securities Act of Parent may waive 1933, as amended (the “Securities Act”)), including any investment fund, special purpose vehicle or other entity that controls or manages, is under common control or management with, or is controlled or managed by, the undersigned, or to the estates of any of the restrictions set forth foregoing; (ii) transfers by bona fide gift or gifts to a member of the Sponsor’s immediate family or to a trust, the beneficiary of which is the Sponsor or a member of the Sponsor’s immediate family for estate planning purposes; (iii) by virtue of a will, testamentary document or the laws of descent and distribution upon death of the Sponsor; (iv) pursuant to a qualified domestic relations order or as required by a divorce settlement; (v) transfers to Parent’s officers, directors or their affiliates; (vi) pledges of Sponsor Shares as security or collateral in Section 4.7(a)connection with a borrowing or the incurrence of any indebtedness by the Sponsor; provided, however, that such waiver borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers; (vii) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Parent or which results in all of the holders of Parent Common Shares having the right to exchange their Parent Common Shares for cash, securities or other property subsequent to the consummation of such transaction; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Sponsor Shares subject to this Agreement shall apply remain subject to all Stockholders pro rata this Agreement; (viii) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Sponsor Shares during the applicable Lock-up Period; (ix) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase Parent Common Shares or the vesting of stock-based awards, provided that any Parent Common Shares issued upon such Stockholder’s exercise or vesting shall become Sponsor Shares subject to this Agreement; (x) transfers in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase Parent Common Shares, to the extent the instruments representing such options permit exercises on a cashless basis and provided that any Parent Common Shares issued upon such exercise shall become Sponsor Shares subject to this Agreement; and (xi) to the extent required by any legal or regulatory order; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (i) through (v), it shall be a condition to any such transfer that (x) the transferee/donee agrees to be bound by the terms of this Section 1.5 (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; (y) each party (donor, donee, transferor or transferee) shall not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-up Period; and (z) if the Sponsor is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Parent Common Shares during the Issued Shares (c) Each Stockholder understands that ParentLock-up Period, the Sponsor shall include a statement in Parent’s sole discretion, may require such report providing a description of the Permitted Transfer and that the Issued Parent Common Shares bear a legend or other restriction substantially remain subject to the following effect (it being agreed that if the Issued Shares are not certificated, other appropriate restrictions shall be implemented to give effect to the following): “THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF THE VOTING AND POST-CLOSING LOCK-UP AGREEMENT, DATED AS OF OCTOBER 17, 2012, AMONG BIOCRYST PHARMACEUTICALS, INC. AND THE STOCKHOLDERS LISTED ON SCHEDULE 1 OF SUCH AGREEMENTterms of this Section 1.5.”

Post-Closing Lock-Up. (ai) During Subject to Section 6(c)(ii), the Shareholder hereby agrees that the Shareholder shall not Transfer any Lock-up Shares (the “Lock-up”). Any Transfer in violation of this Section 6(c) shall be null and void. (ii) Notwithstanding the provisions set forth in Section 6(c)(i), the Shareholder may Transfer the Lock-up Shares during the Lock-up Period (i) to (A) the Shareholder’s officers, directors or employees, (B) any family members, foundation, trust, family limited partnership, family limited liability company or other entity created and used for estate planning purposes of the Shareholder’s officers, directors or employees, or (C) any Affiliates of the Shareholder or any officers, directors or employees of such Affiliates; or (ii) in the event of the Company’s liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, that each transferee contemplated by clauses (i) through (ii) (each, a “Permitted Transferee”) must agree in writing to be bound by the Lock-up. (iii) Notwithstanding the provisions set forth in Section 6(c): (1) an aggregate of one-third of the Shareholder’s Lock-up Shares will be automatically released from the Lock-up at the earlier of (A) the period beginning on the Closing Date and ending at 8:00 am Eastern Time on the date that is twelve (112) 90 days following months after (and excluding) the Closing DateDate and (B) the First Lock-up Expiration Date (such period, no Stockholder may, directly or indirectly, Transfer in excess of 25% of the total number of Restricted Securities held by such Stockholder on the Closing Date, “First Lock-up Period”); (2) 120 days following the Closing Date, no Stockholder may, directly or indirectly, Transfer (cumulatively, including amounts Transferred pursuant to clause (1) an aggregate of this sentence) in excess of 50% one-third of the total number Shareholder’s Lock-up Shares will be automatically released from the Lock-up at the earlier of Restricted Securities held by such Stockholder (A) the period beginning on the Closing Date and ending at 8:00 am Eastern Time on the date that is twenty four (24) months after (and excluding) the Closing Date and (B) the Second Lock-up Expiration Date (such period, “Second Lock-up Period”); and (3) 150 days following the Closing Date, no Stockholder may, directly or indirectly, Transfer (cumulatively, including amounts Transferred pursuant to clauses (1) and (2) an aggregate of this sentence) in excess of 75% one-third of the total number Shareholder’s Lock-up Shares will be automatically released from the Lock-up at the earlier of Restricted Securities held by such Stockholder (A) the period beginning on the Closing Date. Except as provided in this Section 4.7(a), during Date and ending at 8:00 am Eastern Time on the 180-day period following date that is twenty thirty six (36) months after (and excluding) the Closing Date, no Stockholder may, directly or indirectly, Date and (iB) offer, sell, contract to sell, lend, encumber, pledge, donate or otherwise dispose of or transfer any Issued Shares issued to the Third Lock-up Expiration Date (such Stockholder pursuant to the Merger Agreement or the Investor Financing Agreement or any securities received as a distribution thereon or otherwise with respect thereto (collectivelyperiod, “Restricted SecuritiesThird Lock-up Period”) or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by the delivery of shares of Company Common Stock or other securities, in cash or otherwise (any of the foregoing, a “Transfer”). Following the 180-day anniversary of the Closing Date, all or any portion of the Restricted Securities may be Transferred by a Stockholder without restriction under this Section 4.7(a). Anything to the contrary notwithstanding, (i) any Stockholder may sell or otherwise transfer any shares of Parent Common Stock to an Immediate Family Member, to a trust for the benefit of such family member or to such Stockholder’s heirs after the Closing; (ii) any Stockholder that is a partnership or limited liability company may transfer shares of Parent Common Stock to one or more partners, members or Affiliated Business Entities after the Closing; (iii) any Stockholder that is a trust may transfer shares of Parent Common Stock after the Closing to the beneficiary of the trust upon the trust’s maturity; and (iv) any Stockholder may transfer shares of Parent Common Stock to another Stockholder after the Closing, in each case subject to compliance with applicable Law; provided, that each transferee agrees in writing to be bound by all of the provisions of this Section 4.7(a). (biv) Following Notwithstanding the Closing Date, the Board of Directors of Parent may waive any of the restrictions provisions set forth in Section 4.7(a6(c)(iii) if, at the time of any Early Lock-Up Expiration Date, the Company is in a Blackout Period, the actual date of such Early Lock-Up Expiration shall be delayed (the “Early Lock-Up Expiration Extension”) until immediately prior to the opening of trading on the second Trading Day (the “Extension Expiration Date”) following the first date (such first date, the “Extension Expiration Measurement Date”) that (i) the Company is no longer in a Blackout Period under its ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and (ii) the Closing Price on the Extension Expiration Measurement Date is at least greater than the Threshold Price (as defined in Section 23); provided, howeverfurther, that such waiver shall apply to all Stockholders pro rata with such Stockholder’s ownership of the Issued Shares (c) Each Stockholder understands that Parentthat, in Parent’s sole discretionthe case of either an Early Lock-Up Expiration or an Early Lock-Up Expiration Extension, the Company shall announce through a major news service, or on a Form 8-K, the Early Lock-Up Expiration and the Early Lock-Up Expiration Date, or the Early Lock-Up Expiration Extension and the Extension Expiration Date, as the case may require that the Issued Shares bear a legend or other restriction substantially be, at least one full Trading Day prior to the following effect (it being agreed that if opening of trading on the Issued Shares are not certificatedEarly Lock-Up Expiration Date or the Extension Expiration Date, other appropriate restrictions shall be implemented to give effect to the following): “THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF THE VOTING AND POST-CLOSING LOCK-UP AGREEMENT, DATED AS OF OCTOBER 17, 2012, AMONG BIOCRYST PHARMACEUTICALS, INC. AND THE STOCKHOLDERS LISTED ON SCHEDULE 1 OF SUCH AGREEMENTas applicable.”

Post-Closing Lock-Up. (a) During the period beginning on the Closing Date and ending on the date that is the earlier of (1i) 90 days following one year after the Closing Date, no Stockholder may, directly or indirectly, Transfer in excess of 25% of the total number of Restricted Securities held by such Stockholder on Date and (ii) subsequent to the Closing Date, (2x) if the last reported sale price of Parent Common Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Closing Date or (y) the date following the Closing DateDate on which the Parent completes a liquidation, no Stockholder maymerger, directly share exchange, reorganization or indirectly, Transfer (cumulatively, including amounts Transferred pursuant to clause (1) of this sentence) other similar transaction that results in excess of 50% all of the total number of Restricted Securities held by such Stockholder on Parent’s stockholders having the Closing Date and right to exchange their Parent Common Shares for cash, securities or other property (3) 150 days following the Closing Date, no Stockholder may, directly or indirectly, Transfer (cumulatively, including amounts Transferred pursuant to clauses (1) and (2) of this sentence) in excess of 75% of the total number of Restricted Securities held by such Stockholder on the Closing Date. Except as provided in this Section 4.7(a“Lock-up Period”), during the 180-day period following the Closing Date, no Stockholder may, directly or indirectly, (i) Sponsor shall not offer, sell, contract to sell, lend, encumberhypothecate, pledge, donate grant any option to purchase or otherwise dispose of, directly or indirectly, any of the Sponsor Shares, establish or transfer any Issued Shares issued to such Stockholder pursuant to the Merger Agreement increase a put equivalent position or the Investor Financing Agreement or any securities received as a distribution thereon or otherwise liquidate with respect thereto (collectivelyto or decrease a call equivalent position with respect to, “Restricted Securities”) any of the Sponsor Shares, enter into a transaction that would have the same effect, or (ii) enter into any swap swap, hedge or any other agreement or transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Restricted SecuritiesSponsor Shares, whether any such swap or transaction described in clause (i) or (ii) above is of these transactions are to be settled by the delivery of shares of Company Common Stock or other securitiesany such Sponsor Shares, in cash or otherwise otherwise, publicly disclose the intention to make any transaction specified above, or engage in any Short Sales (any as defined below) with respect to the Sponsor Shares. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the foregoing, a “TransferExchange Act”). Following the 180, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-day anniversary of the Closing Date, all U.S. broker dealers or any portion of the Restricted Securities may be Transferred by a Stockholder without restriction under this Section 4.7(a). Anything to the contrary notwithstanding, (i) any Stockholder may sell or otherwise transfer any shares of Parent Common Stock to an Immediate Family Member, to a trust for the benefit of such family member or to such Stockholder’s heirs after the Closing; (ii) any Stockholder that is a partnership or limited liability company may transfer shares of Parent Common Stock to one or more partners, members or Affiliated Business Entities after the Closing; (iii) any Stockholder that is a trust may transfer shares of Parent Common Stock after the Closing to the beneficiary of the trust upon the trust’s maturity; and (iv) any Stockholder may transfer shares of Parent Common Stock to another Stockholder after the Closing, in each case subject to compliance with applicable Law; provided, that each transferee agrees in writing to be bound by all of the provisions of this Section 4.7(a)foreign regulated brokers. (b) Following In furtherance of the Closing Dateforegoing, during the Lock-up Period, Parent will (i) place a stop order on all the Sponsor Shares, including those which may be covered by a registration statement, and (ii) notify Parent’s transfer agent in writing of the stop order and the restrictions on the Sponsor Shares under this Agreement and direct Parent’s transfer agent not to process any attempts by the Sponsor to resell or transfer any Sponsor Shares, except in compliance with this Agreement. In addition to any other applicable legends, each certificate or book entry position representing the Sponsor Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SHARES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SPONSOR SUPPORT AGREEMENT, DATED AS OF [●], 2023, BY AND AMONG THE ISSUER OF SUCH SHARES (THE “ISSUER”) AND THE ISSUER’S SHAREHOLDER NAMED THEREIN. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (c) Notwithstanding the foregoing, and subject to the conditions below, the Board Sponsor may transfer Sponsor Shares in connection with (each, a “Permitted Transfer”): (i) transfers or distributions to the Sponsor’s current or former general or limited partners, managers or members, stockholders, other equity holders, consultants or direct or indirect affiliates (within the meaning of Directors Rule 405 under the Securities Act of Parent may waive 1933, as amended (the “Securities Act”)), including any investment fund, special purpose vehicle or other entity that controls or manages, is under common control or management with, or is controlled or managed by, the undersigned, or to the estates of any of the restrictions set forth foregoing; (ii) transfers by bona fide gift or gifts to a member of the Sponsor’s immediate family or to a trust, the beneficiary of which is the Sponsor or a member of the Sponsor’s immediate family for estate planning purposes; (iii) by virtue of a will, testamentary document or the laws of descent and distribution upon death of the Sponsor; (iv) pursuant to a qualified domestic relations order or as required by a divorce settlement; (v) transfers to Parent’s officers, directors or their affiliates; (vi) pledges of Sponsor Shares as security or collateral in Section 4.7(a)connection with a borrowing or the incurrence of any indebtedness by the Sponsor; provided, however, that such waiver borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers; (vii) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Parent or which results in all of the holders of Parent Common Shares having the right to exchange their Parent Common Shares for cash, securities or other property subsequent to the consummation of such transaction; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Sponsor Shares subject to this Agreement shall apply remain subject to all Stockholders pro rata this Agreement; (viii) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Sponsor Shares during the applicable Lock-up Period; (ix) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase Parent Common Shares or the vesting of stock-based awards, provided that any Parent Common Shares issued upon such Stockholder’s exercise or vesting shall become Sponsor Shares subject to this Agreement; (x) transfers in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase Parent Common Shares, to the extent the instruments representing such options permit exercises on a cashless basis and provided that any Parent Common Shares issued upon such exercise shall become Sponsor Shares subject to this Agreement; and (xi) to the extent required by any legal or regulatory order; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (i) through (v), it shall be a condition to any such transfer that (x) the transferee/donee agrees to be bound by the terms of this Section 1.5 (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; (y) each party (donor, donee, transferor or transferee) shall not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-up Period; and (z) if the Sponsor is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Parent Common Shares during the Issued Shares (c) Each Stockholder understands that ParentLock-up Period, the Sponsor shall include a statement in Parent’s sole discretion, may require such report providing a description of the Permitted Transfer and that the Issued Parent Common Shares bear a legend or other restriction substantially remain subject to the following effect (it being agreed that if the Issued Shares are not certificated, other appropriate restrictions shall be implemented to give effect to the following): “THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF THE VOTING AND POST-CLOSING LOCK-UP AGREEMENT, DATED AS OF OCTOBER 17, 2012, AMONG BIOCRYST PHARMACEUTICALS, INC. AND THE STOCKHOLDERS LISTED ON SCHEDULE 1 OF SUCH AGREEMENTterms of this Section 1.5.”