Common use of Restriction on Transfer, Proxies and Non-Interference Clause in Contracts

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, Stockholder shall not, directly or indirectly, (i) cause or permit the Transfer of any of the Shares to be effected, or discuss, negotiate or make any offer regarding any Transfer of any of the Shares, (ii) grant any proxies or powers of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into a voting agreement or other similar commitment or arrangement with respect to any of the Shares in contravention of the obligations of Stockholder under this Agreement, (iii) request that ▇▇▇▇▇▇ register the Transfer of any certificate or uncertificated interest representing any of the Shares, or (iv) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect, or have the effect of preventing or disabling Stockholder from performing any of Stockholder’s obligations under this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (A) Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or arrangement with ▇▇▇▇▇▇, if any, as in effect as of the date hereof, (B) Stockholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of ▇▇▇▇▇▇ Options after the date hereof, and (C) in the event of the termination of the Transaction Agreement, Stockholder may sell Shares at any time during the period commencing on the date of such termination and ending on the Expiration Date in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A) and (B)) of up to 25% of the Shares.” 3. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its principles of conflicts of laws (except to the extent that applicable laws governing the corporate organization of Intentia mandate the application of the laws of the jurisdiction of organization of such party). Each party irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of Delaware for purposes of any action, suit or proceeding arising out of or relating to this Amendment. 4. Except as expressly amended hereby, the parties to this Amendment intend for the Stockholder Irrevocable Undertaking to remain in full force and effect and to be legally bound by the Stockholder Irrevocable Undertaking as amended by this Amendment.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, Stockholder shall not, directly or indirectly, (i) cause or permit the Transfer of any of the Shares to be effected, or discuss, negotiate or make any offer regarding any Transfer of any of the Shares, (ii) grant any proxies or powers of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into a voting agreement or other similar commitment or arrangement with respect to any of the Shares in contravention of the obligations of Stockholder under this Agreement, (iii) request that ▇▇▇▇▇▇ register the Transfer of any certificate or uncertificated interest representing any of the Shares, or (iv) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect, or have the effect of preventing or disabling Stockholder from performing any of Stockholder’s obligations under this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (A) Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or arrangement with ▇▇▇▇▇▇, if any, as in effect as of the date hereof, (B) Stockholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of ▇▇▇▇▇▇ Options after the date hereof, (C) Stockholder may sell Shares at any time prior to the termination of the Transaction Agreement in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A) and (CB)) of up to 3% of the Shares, and (D) in the event of the termination of the Transaction Agreement, Stockholder may sell Shares at any time during the period commencing on the date of such termination and ending on the Expiration Date in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A), (B) and (BC)) of up to 25% of the Shares.” 3. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its principles of conflicts of laws (except to the extent that applicable laws governing the corporate organization of Intentia mandate the application of the laws of the jurisdiction of organization of such party). Each party irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of Delaware for purposes of any action, suit or proceeding arising out of or relating to this Amendment. 4. Except as expressly amended hereby, the parties to this Amendment intend for the Stockholder Irrevocable Undertaking to remain in full force and effect and to be legally bound by the Stockholder Irrevocable Undertaking as amended by this Amendment.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, Stockholder shall not, directly or indirectly, (i) cause or permit the Transfer of any of the Shares to be effected, or discuss, negotiate or make any offer regarding any Transfer of any of the Shares, (ii) grant any proxies or powers of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into a voting agreement or other similar commitment or arrangement with respect to any of the Shares in contravention of the obligations of Stockholder under this Agreement, (iii) request that ▇▇▇▇▇▇ register the Transfer of any certificate or uncertificated interest representing any of the Shares, or (iv) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect, or have the effect of preventing or disabling Stockholder from performing any of Stockholder’s obligations under this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (A) Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or arrangement with ▇▇▇▇▇▇, if any, as in effect as of the date hereof, and (B) Stockholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of ▇▇▇▇▇▇ Options after the date hereof, and (C) in the event of the termination of the Transaction Agreement, Stockholder may sell Shares at any time during the period commencing on the date of such termination and ending on the Expiration Date in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A) and (B)) of up to 25% of the Shares.” 3. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its principles of conflicts of laws (except to the extent that applicable laws governing the corporate organization of Intentia mandate the application of the laws of the jurisdiction of organization of such party). Each party irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of Delaware for purposes of any action, suit or proceeding arising out of or relating to this Amendment. 4. Except as expressly amended hereby, the parties to this Amendment intend for the Stockholder Irrevocable Undertaking to remain in full force and effect and to be legally bound by the Stockholder Irrevocable Undertaking as amended by this Amendment.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, Stockholder Shareholder shall not, directly or indirectly, (i) cause or permit the Transfer of any of the Shares to be effected, or discuss, negotiate or make any offer regarding any Transfer of any of the Shares, (ii) grant any proxies or powers of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into a voting agreement or other similar commitment or arrangement with respect to any of the Shares in contravention of the obligations of Stockholder Shareholder under this Agreement, (iii) request that ▇▇▇▇▇▇ Intentia register the Transfer of any certificate or uncertificated interest representing any of the Shares, or (iv) take any action that would make any representation or warranty of Stockholder Shareholder contained herein untrue or incorrect, or have the effect of preventing or disabling Stockholder Shareholder from performing any of StockholderShareholder’s obligations under this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (A) Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or arrangement with ▇▇▇▇▇▇, if any, as in effect as of the date hereof, (B) Stockholder Shareholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of ▇▇▇▇▇▇ Options Intentia options or warrants, provided that such exercise occurs after the date hereof, termination of the restrictions described in Section 3(iii) below and (CB) in the event of the termination of the Transaction Agreement, Stockholder Shareholder may sell Shares at any time during the period commencing on the date of such termination and ending on the Expiration Date in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses clause (A) and (B)) of up to 25% of the Shares.” 3. This Amendment shall be governed by and construed in accordance with the laws Section 3 of the State of New York, USA, without regard to its principles of conflicts of laws (except to the extent that applicable laws governing the corporate organization of Intentia mandate the application of the laws of the jurisdiction of organization of such party). Each party irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of Delaware for purposes of any action, suit or proceeding arising out of or relating to this Amendment. 4. Except as expressly amended hereby, the parties to this Amendment intend for the Stockholder Shareholder Irrevocable Undertaking to remain is amended and restated in full force and effect and to be legally bound by the Stockholder Irrevocable Undertaking its entirety as amended by this Amendment.follows:

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, Stockholder Shareholder shall not, directly or indirectly, (i) cause or permit the Transfer of any of the Shares to be effected, or discuss, negotiate or make any offer regarding any Transfer of any of the Shares, (ii) grant any proxies or powers of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into a voting agreement or other similar commitment or arrangement with respect to any of the Shares in contravention of the obligations of Stockholder Shareholder under this Agreement, (iii) request that ▇▇▇▇▇▇ Intentia register the Transfer of any certificate or uncertificated interest representing any of the Shares, or (iv) take any action that would make any representation or warranty of Stockholder Shareholder contained herein untrue or incorrect, or have the effect of preventing or disabling Stockholder Shareholder from performing any of StockholderShareholder’s obligations under this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (A) Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or arrangement with ▇▇▇▇▇▇, if any, as in effect as of the date hereof, (B) Stockholder Shareholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of ▇▇▇▇▇▇ Options Intentia options or warrants after the date hereof, and (C) in the event of the termination of the Transaction Agreement, Stockholder may sell Shares at any time during the period commencing on the date of such termination and ending on the Expiration Date in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A) and (B)) of up to 25% of the Shares.” 3. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its principles of conflicts of laws (except to the extent that applicable laws governing the corporate organization of Intentia mandate the application of the laws of the jurisdiction of organization of such party). Each party irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of Delaware for purposes of any action, suit or proceeding arising out of or relating to this Amendment. 4. Except as expressly amended hereby, the parties to this Amendment intend for the Stockholder Irrevocable Undertaking to remain in full force and effect and to be legally bound by the Stockholder Irrevocable Undertaking as amended by this Amendment.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, at all times At any time during the period commencing with (the execution and delivery of this Agreement and continuing “Lock-Up Period”) from the date hereof until the Expiration Dateearlier of (i) one hundred and eighty (180) days following the closing of the Merger or (ii) the termination of the Merger Agreement, such Stockholder shall not, directly or indirectly, (i) cause except for a Permitted Transfer (as defined below) and except as contemplated by the merger agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or permit otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the Transfer offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of any such Stockholder’s Shares, or any interest therein, or any or all of any such Stockholder’s shares of NeoStem Common Stock or NeoStem Preferred Stock, or any interest therein, whether such shares are held by such Stockholder as of the Shares to be effecteddate hereof or are acquired by such Stockholder from and after the date hereof, whether in connection with the merger or discuss, negotiate or make any offer regarding any Transfer of any of otherwise (together with the Shares, the “Lock-Up Shares”), (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney with respect to any of the Sharesattorney, deposit any of the Shares into a voting trust or enter into a voting agreement or other similar commitment or arrangement with respect to any of the Shares in contravention of the obligations of Stockholder under this Agreement, (iii) request that ▇▇▇▇▇▇ register the Transfer of any certificate or uncertificated interest representing any of the Lock-Up Shares, or (iviii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect, incorrect or have the effect of preventing or disabling such Stockholder from performing any of such Stockholder’s obligations under this Voting Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (A) Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or arrangement with ▇▇▇▇▇▇, if any, as in effect as of the date hereof, (B) Stockholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of ▇▇▇▇▇▇ Options after the date hereof, and (C) in the event of the termination of the Transaction Agreement, Stockholder may sell Shares at any time during the period commencing on the date of such termination and ending on the Expiration Date in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A) and (B)) of up to 25% of the Shares.” 3. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its principles of conflicts of laws (except to the extent that applicable laws governing the corporate organization of Intentia mandate the application of the laws of the jurisdiction of organization of such party). Each party irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of Delaware for purposes of any action, suit or proceeding arising out of or relating to this Amendment. 4. Except as expressly amended hereby, the parties to this Amendment intend for the Stockholder Irrevocable Undertaking to remain in full force and effect and to be legally bound by the Stockholder Irrevocable Undertaking as amended by this Amendment.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, Stockholder shall not, directly or indirectly, (i) cause or permit the Transfer of any of the Shares to be effected, or discuss, negotiate or make any offer regarding any Transfer of any of the Shares, (ii) grant any proxies or powers of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into a voting agreement or other similar commitment or arrangement with respect to any of the Shares in contravention of the obligations of Stockholder under this Agreement, (iii) request that ▇L▇▇▇▇▇ register the Transfer of any certificate or uncertificated interest representing any of the Shares, or (iv) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect, or have the effect of preventing or disabling Stockholder from performing any of Stockholder’s obligations under this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (A) Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or arrangement with ▇L▇▇▇▇▇, if any, as in effect as of the date hereof, and (B) Stockholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of ▇L▇▇▇▇▇ Options after the date hereof, and (C) in the event of the termination of the Transaction Agreement, Stockholder may sell Shares at any time during the period commencing on the date of such termination and ending on the Expiration Date in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A) and (B)) of up to 25% of the Shares.” 3. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its principles of conflicts of laws (except to the extent that applicable laws governing the corporate organization of Intentia mandate the application of the laws of the jurisdiction of organization of such party). Each party irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of Delaware for purposes of any action, suit or proceeding arising out of or relating to this Amendment. 4. Except as expressly amended hereby, the parties to this Amendment intend for the Stockholder Irrevocable Undertaking to remain in full force and effect and to be legally bound by the Stockholder Irrevocable Undertaking as amended by this Amendment.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, at all times At any time during the period commencing with (the execution and delivery of this Agreement and continuing "Lock-Up Period") from the date hereof until the Expiration Dateearlier of (i) one hundred and eighty (180) days following the closing of the Merger or (ii) the termination of the Merger Agreement, such Stockholder shall not, directly or indirectly, (i) cause except for a Permitted Transfer (as defined below) and except as contemplated by the merger agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or permit otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the Transfer offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of any such Stockholder's Shares, or any interest therein, or any or all of any such Stockholder's shares of NeoStem Common Stock or NeoStem Preferred Stock, or any interest therein, whether such shares are held by such Stockholder as of the Shares to be effecteddate hereof or are acquired by such Stockholder from and after the date hereof, whether in connection with the merger or discuss, negotiate or make any offer regarding any Transfer of any of otherwise (together with the Shares, the "Lock-Up Shares"), (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney with respect to any of the Sharesattorney, deposit any of the Shares into a voting trust or enter into a voting agreement or other similar commitment or arrangement with respect to any of the Shares in contravention of the obligations of Stockholder under this Agreement, (iii) request that ▇▇▇▇▇▇ register the Transfer of any certificate or uncertificated interest representing any of the Lock-Up Shares, or (iviii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect, incorrect or have the effect of preventing or disabling such Stockholder from performing any of such Stockholder’s 's obligations under this Voting Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (A) Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or arrangement with ▇▇▇▇▇▇, if any, as in effect as of the date hereof, (B) Stockholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of ▇▇▇▇▇▇ Options after the date hereof, and (C) in the event of the termination of the Transaction Agreement, Stockholder may sell Shares at any time during the period commencing on the date of such termination and ending on the Expiration Date in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A) and (B)) of up to 25% of the Shares.” 3. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its principles of conflicts of laws (except to the extent that applicable laws governing the corporate organization of Intentia mandate the application of the laws of the jurisdiction of organization of such party). Each party irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of Delaware for purposes of any action, suit or proceeding arising out of or relating to this Amendment. 4. Except as expressly amended hereby, the parties to this Amendment intend for the Stockholder Irrevocable Undertaking to remain in full force and effect and to be legally bound by the Stockholder Irrevocable Undertaking as amended by this Amendment.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by in connection with the arrangements set forth on Schedule I attached to this Agreement, at all times during the period commencing with the execution and delivery of Stockholder hereby agrees, while this Agreement is in effect, and continuing until the Expiration Dateexcept as contemplated hereby, Stockholder shall not, directly or indirectly, not to (i) cause sell, transfer, pledge, encumber, assign or permit otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the Transfer of sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Owned Shares to be effected, or discuss, negotiate or make any offer regarding any Transfer Stock Options (other than the exercise of any of the SharesStock Options), (ii) grant any proxies or powers of attorney with respect to any of the Sharesattorney, deposit any of the Owned Shares into a voting trust or enter into a voting agreement or other similar commitment or arrangement with respect to any of the Owned Shares in contravention of the obligations of Stockholder under this Agreement, or (iii) request that ▇▇▇▇▇▇ register the Transfer of any certificate or uncertificated interest representing any of the Shares, or (iv) knowingly take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect, incorrect in any material respect or have the effect of preventing or disabling Stockholder from performing any of Stockholder’s its obligations under this Agreement. Notwithstanding the foregoing restrictions and prohibitions on the trading of Owned Shares or anything to the contrary Stock Options set forth in this Section 5(b) and elsewhere in this Agreement, (A) Stockholder may Transfer any or all of the shall be permitted to effect transactions with respect to Owned Shares and Stock Options pursuant to, and permitted under, approved trading plans established under Rule 10b5-1 promulgated under the Exchange Act (“Trading Plans”), provided that such Trading Plans shall be in accordance with, the terms of Stockholder’s 10b-5 plan place on or arrangement with ▇▇▇▇▇▇, if any, as in effect as of the date hereof, (B) Stockholder may sell Shares for cash prior to the extent necessary to pay taxes incurred as a direct result of the exercise of ▇▇▇▇▇▇ Options after the date hereof, and (C) in the event of the termination of the Transaction Agreement, Stockholder may sell Shares at any time during the period commencing on the date of such termination and ending on the Expiration Date in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A) and (B)) of up to 25% of the Sharesthis Agreement.” 3. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its principles of conflicts of laws (except to the extent that applicable laws governing the corporate organization of Intentia mandate the application of the laws of the jurisdiction of organization of such party). Each party irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of Delaware for purposes of any action, suit or proceeding arising out of or relating to this Amendment. 4. Except as expressly amended hereby, the parties to this Amendment intend for the Stockholder Irrevocable Undertaking to remain in full force and effect and to be legally bound by the Stockholder Irrevocable Undertaking as amended by this Amendment.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, at all times At any time during the period commencing with (the execution and delivery of this Agreement and continuing “Lock-Up Period”) from the date hereof until the Expiration Dateearlier of (i) one hundred and eighty (180) days following the closing of the Merger or (ii) the termination of the Merger Agreement, such Stockholder shall not, directly or indirectly, (i) cause except for a Permitted Transfer (as defined below) and except as contemplated by the merger agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or permit otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the Transfer offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of any such Stockholder’s Shares, or any interest therein, whether such shares are held by such Stockholder as of the Shares to be effecteddate hereof or are acquired by such Stockholder from and after the date hereof, whether in connection with the merger or discuss, negotiate or make any offer regarding any Transfer of any of otherwise (together with the Shares, the “Lock-Up Shares”), (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney with respect to any of the Sharesattorney, deposit any of the Shares into a voting trust or enter into a voting agreement or other similar commitment or arrangement with respect to any of the Shares in contravention of the obligations of Stockholder under this Agreement, (iii) request that ▇▇▇▇▇▇ register the Transfer of any certificate or uncertificated interest representing any of the Lock-Up Shares, or (iviii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect, incorrect or have the effect of preventing or disabling such Stockholder from performing any of such Stockholder’s obligations under this Voting Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (A) Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or arrangement with ▇▇▇▇▇▇, if any, as in effect as of the date hereof, (B) Stockholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of ▇▇▇▇▇▇ Options after the date hereof, and (C) in the event of the termination of the Transaction Agreement, Stockholder may sell Shares at any time during the period commencing on the date of such termination and ending on the Expiration Date in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A) and (B)) of up to 25% of the Shares.” 3. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its principles of conflicts of laws (except to the extent that applicable laws governing the corporate organization of Intentia mandate the application of the laws of the jurisdiction of organization of such party). Each party irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of Delaware for purposes of any action, suit or proceeding arising out of or relating to this Amendment. 4. Except as expressly amended hereby, the parties to this Amendment intend for the Stockholder Irrevocable Undertaking to remain in full force and effect and to be legally bound by the Stockholder Irrevocable Undertaking as amended by this Amendment.