Common use of Restriction on Transfer Clause in Contracts

Restriction on Transfer. Stockholder shall not, other than as may be required by a court order, (a) directly or indirectly sell, transfer, pledge, hypothecate, encumber (except as set forth on Attachment A or as a result of this Agreement), assign or otherwise dispose of (including, without limitation, by gift, merger, consolidation or reorganization), or enter into any contract, option or other agreement providing for the sale, transfer, pledge, hypothecation, encumbrance, assignment or other direct or indirect disposition of or any interest in, or limitation on the voting rights of, or otherwise transfer (any such foregoing action, a “Transfer”) any of the Owned Shares, (b) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of the Owned Shares or any interest therein, (c) grant any proxies or powers of attorney or other authorization in or with respect to the Owned Shares, deposit any Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any Owned Shares or (d) take any other action, that would in any way restrict, limit or interfere with the performance of its obligations hereunder. The foregoing restrictions on Transfer do not prohibit exercise by Stockholder of any stock option of the Company. If any involuntary Transfer of any of the Owned Shares occurs (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale or any sale or transfer by operation of law, including, without limitation, by will or intestacy), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Shares subject to all of the restrictions, liabilities and covenants under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Any Transfer in violation of this Section 4.1 shall be void.

Restriction on Transfer. From the date of this Agreement until the Termination Date and except as otherwise contemplated in the Merger Agreement, neither Stockholder shall not, other than as may be required by a court order, (ai) directly or indirectly sell, transfer, pledge, hypothecate, encumber (except as set forth on Attachment A or as a result of this Agreement)encumber, assign or otherwise dispose of (including, without limitation, by gift, merger, consolidation or reorganization)of, or enter into any contract, option or other agreement providing for arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, encumbrance, assignment or other direct or indirect disposition of or any interest inof, or limitation on the voting rights of, or otherwise transfer any of such Stockholder’s Shares (any such foregoing action, a “Transfer”) ); provided that nothing in this Agreement shall prohibit the exercise by either Stockholder of any of the Owned options to purchase Shares, (bii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of the Owned Shares or any interest therein, (c) grant any proxies or powers of attorney or other authorization in or with respect to the Owned Shares, deposit any Owned of such Stockholder’s Shares into a voting trust or enter into a separate voting agreement or arrangement with respect to any Owned Shares or such Stockholder’s Shares, (diii) take any other action, action that would cause any representation or warranty of such Stockholder contained herein to become untrue or incorrect, in each case, in any way restrictmaterial respect, limit or interfere with would reasonably be expected to have the performance effect of its preventing or disabling such Stockholder from performing his obligations hereunder. The foregoing restrictions on Transfer do not prohibit exercise by Stockholder of under this Agreement or (iv) commit or agree to take any stock option of the Companyforegoing actions. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make Transfers of Shares by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations; provided, that, each transferee agrees in writing to be bound by the terms of this Agreement applicable to such Stockholder and to hold such Shares subject to all the terms and provisions of this Agreement to the same extent as such terms and provisions bound such Stockholder. If any involuntary Transfer of any of the Owned Shares occurs (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale or any sale or transfer by operation of law, including, without limitation, by will or intestacy)shall occur, the transferee (which term, as used herein, shall include the initial transferee and any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Shares subject to all of the restrictions, liabilities and covenants rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Any Transfer in violation of this Section 4.1 shall be voidthe Termination Date.

Restriction on Transfer. Each Stockholder shall nothereby agrees, while this Agreement is in effect, at any time prior to the Acceptance Time, and otherwise as is contemplated by the Merger Agreement or the Offer, not to, other than as may be specifically required by a court order, (a) directly or indirectly sell, transfer, pledge, hypothecate, encumber (except as set forth on Attachment A or as a result of this Agreement), assign or otherwise dispose of (including, without limitation, by gift, merger, consolidation or reorganization), or enter into any contract, option or other agreement providing for the sale, transfer, pledge, hypothecation, encumbrance, assignment or other direct or indirect disposition of or any interest inof, or limitation on the voting rights of, or otherwise transfer (any such foregoing action, a “Transfer”) any of the Owned SharesShares (any such action, a "Transfer") or (b) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of the Owned Shares or any interest therein, (c) grant any proxies or powers of attorney or other authorization in or with respect to the Owned Sharesattorney, deposit any Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any Owned Shares or (d) take any other action, that would in any way restrict, limit or interfere with the performance of its obligations hereunderShares. The foregoing restrictions on Transfer do shall not prohibit the exercise by such Stockholder of any stock option options to purchase Owned Shares and shall not prohibit any Transfers for estate planning or charitable purposes provided the transferee and such Stockholder expressly agree to be bound by the provisions of the Companythis Agreement with respect to such transferred Owned Shares in a written instrument reasonably satisfactory to Parent. If any involuntary Transfer of any of the Owned Shares occurs shall occur (including, but not limited to, a sale by a Stockholder’s 's trustee in any bankruptcy, or a sale to a purchaser at any creditor’s 's or court sale or any sale or transfer by operation of law, including, without limitation, by will or intestacy), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Shares subject to all of the restrictions, liabilities and covenants rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Any Transfer in violation of this Section 4.1 shall be void.

Restriction on Transfer. Each Stockholder shall nothereby agrees, while this Agreement is in effect, at any time prior to the Acceptance Time, and otherwise as is contemplated by the Merger Agreement or the Offer, not to, other than as may be specifically required by a court order, (a) directly or indirectly sell, transfer, pledge, hypothecate, encumber (except as set forth on Attachment A or as a result of this Agreement), assign or otherwise dispose of (including, without limitation, by gift, merger, consolidation or reorganization), or enter into any contract, option or other agreement providing for the sale, transfer, pledge, hypothecation, encumbrance, assignment or other direct or indirect disposition of or any interest inof, or limitation on the voting rights of, or otherwise transfer any of the Owned Shares (any such foregoing action, a “Transfer”) any of the Owned Shares, or (b) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of the Owned Shares or any interest therein, (c) grant any proxies or powers of attorney or other authorization in or with respect to the Owned Sharesattorney, deposit any Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any Owned Shares or (d) take any other action, that would in any way restrict, limit or interfere with the performance of its obligations hereunderShares. The foregoing restrictions on Transfer do shall not prohibit the exercise by such Stockholder of any stock option options to purchase Owned Shares and shall not prohibit any Transfers for estate planning or charitable purposes provided the transferee and such Stockholder expressly agree to be bound by the provisions of the Companythis Agreement with respect to such transferred Owned Shares in a written instrument reasonably satisfactory to Parent. If any involuntary Transfer of any of the Owned Shares occurs shall occur (including, but not limited to, a sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale or any sale or transfer by operation of law, including, without limitation, by will or intestacy), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Shares subject to all of the restrictions, liabilities and covenants rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Any Transfer in violation of this Section 4.1 shall be void.

Restriction on Transfer. Each Stockholder shall nothereby agrees, while this Agreement is in effect, at any time prior to the Expiration Date, and otherwise as is contemplated by the Merger Agreement or the Offer, not to, other than as may be specifically required by a court order, (a) directly or indirectly sell, transfer, pledge, hypothecate, encumber (except as set forth on Attachment A or as a result of this Agreement), assign or otherwise dispose of (including, without limitation, by gift, merger, consolidation or reorganization), or enter into any contract, option or other agreement providing for the sale, transfer, pledge, hypothecation, encumbrance, assignment or other direct or indirect disposition of or any interest inof, or limitation on the voting rights of, or otherwise transfer any of the Owned Shares (any such foregoing action, a “Transfer”) any of the Owned Shares, or (b) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of the Owned Shares or any interest therein, (c) grant any proxies or powers of attorney or other authorization in or with respect to the Owned Sharesattorney, deposit any Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any Owned Shares or (d) take any other action, that would in any way restrict, limit or interfere with the performance of its obligations hereunderShares. The foregoing restrictions on Transfer do shall not prohibit the exercise by such Stockholder of any stock option options or warrants to purchase Owned Shares and shall not prohibit any Transfers for estate planning or charitable purposes provided the transferee and such Stockholder expressly agree to be bound by the provisions of the Companythis Agreement with respect to such transferred Owned Shares in a written instrument reasonably satisfactory to Parent. If any involuntary Transfer of any of the Owned Shares occurs shall occur (including, but not limited to, a sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale or any sale or transfer by operation of law, including, without limitation, by will or intestacy), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Shares subject to all of the restrictions, liabilities and covenants rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Any Transfer in violation of this Section 4.1 shall be void.

Restriction on Transfer. From the date of this Agreement until the Termination Date and except as otherwise contemplated in the Merger Agreement, no Stockholder shall not, other than as may be required by a court order, (ai) directly or indirectly sell, transfer, pledge, hypothecate, encumber (except as set forth on Attachment A or as a result of this Agreement)encumber, assign or otherwise dispose of (including, without limitation, by gift, merger, consolidation or reorganization)of, or enter into any contract, option or other agreement providing for arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, encumbrance, assignment or other direct or indirect disposition of or any interest inof, or limitation on the voting rights of, or otherwise transfer any of such Stockholder’s Shares (any such foregoing action, a “Transfer”), (ii) deposit any of the Owned Shares, (b) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of the Owned Shares or any interest therein, (c) grant any proxies or powers of attorney or other authorization in or with respect to the Owned Shares, deposit any Owned such Stockholder’s Shares into a voting trust or enter into a separate voting agreement or arrangement with respect to any Owned Shares or such Stockholder’s Shares, (diii) take any other action, action that would cause any representation or warranty of such Stockholder contained herein to become untrue or incorrect, in each case, in any way restrictmaterial respect, limit or interfere with would reasonably be expected to have the performance effect of its preventing or disabling such Stockholder from performing his obligations hereunder. The foregoing restrictions on Transfer do not prohibit exercise by Stockholder of under this Agreement or (iv) commit or agree to take any stock option of the Companyforegoing actions. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make Transfers of Shares by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations; provided, that, each transferee agrees in writing to be bound by the terms of this Agreement applicable to such Stockholder and to hold such Shares subject to all the terms and provisions of this Agreement to the same extent as such terms and provisions bound such Stockholder. If any involuntary Transfer of any of the Owned Shares occurs (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale or any sale or transfer by operation of law, including, without limitation, by will or intestacy)shall occur, the transferee (which term, as used herein, shall include the initial transferee and any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Shares subject to all of the restrictions, liabilities and covenants rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Any Transfer in violation of this Section 4.1 shall be voidthe Termination Date.

Restriction on Transfer. Stockholder Investor shall not, other than as may be required by a court order, (a) directly or indirectly sell, transfer, pledge, hypothecate, encumber (except as set forth on Attachment A or as a result of this Agreement), assign or otherwise dispose of (including, without limitation, by gift, merger, consolidation or reorganization), or enter into any contract, option or other agreement providing for the sale, transfer, pledge, hypothecation, encumbrance, assignment or other direct or indirect disposition of or any interest in, or limitation on the voting rights of, or otherwise transfer (any such foregoing action, a “Transfer”) any of the Owned Shares, (b) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of the Owned Shares or any interest therein, (c) grant any proxies or powers of attorney or other authorization in or with respect to the Owned Shares, deposit any Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any Owned Shares or (d) take any other action, that would in any way restrict, limit or interfere with the performance of its obligations hereunder. The foregoing restrictions on Transfer do not prohibit exercise by Stockholder of any stock option of the Company. If any involuntary Transfer of any of the Owned Shares occurs (including, but not limited to, a sale by StockholderInvestor’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale or any sale or transfer by operation of law, including, without limitation, by will or intestacy), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Shares subject to all of the restrictions, liabilities and covenants under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Any Transfer in violation of this Section 4.1 shall be void.

Restriction on Transfer. From the date of this Agreement until the Termination Date, except as otherwise contemplated in the Merger Agreement, the Stockholder shall not, other than as may be required by a court order, not (ai) directly or indirectly sell, transfer, pledge, hypothecate, encumber (except as set forth on Attachment A or as a result of this Agreement)encumber, assign or otherwise dispose of (including, without limitation, by gift, merger, consolidation or reorganization)of, or enter into any contract, option or other agreement providing for arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, encumbrance, assignment or other direct or indirect disposition of or any interest inof, or limitation on the voting rights of, or otherwise transfer any of the Shares (any such foregoing action, a “Transfer”), (ii) deposit any of the Owned Shares, (b) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of the Owned Shares or any interest therein, (c) grant any proxies or powers of attorney or other authorization in or with respect to the Owned Shares, deposit any Owned Shares into a voting trust or enter into a separate voting agreement or arrangement with respect to any Owned Shares or the Shares, (diii) take any other action, action that would cause any representation or warranty of the Stockholder contained herein to become untrue or incorrect, in each case, in any way restrictmaterial respect, limit or interfere with would reasonably be expected to have the performance effect of its preventing or disabling the Stockholder from performing his obligations hereunder. The foregoing restrictions on Transfer do not prohibit exercise by Stockholder of under this Agreement or (iv) commit or agree to take any stock option of the Companyforegoing actions. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, the Stockholder may make Transfers of Shares by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations; provided, that, each transferee agrees in writing to be bound by the terms of this Agreement applicable to the Stockholder and to hold such Shares subject to all the terms and provisions of this Agreement to the same extent as such terms and provisions bound the Stockholder. If any involuntary Transfer of any of the Owned Shares occurs (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale or any sale or transfer by operation of law, including, without limitation, by will or intestacy)shall occur, the transferee (which term, as used herein, shall include the initial transferee and any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Shares subject to all of the restrictions, liabilities and covenants rights under this Agreement, which shall continue in full force and effect until valid termination the Termination Date. In furtherance of the foregoing, the Stockholder hereby authorizes (x) Parent to notify the Company’s transfer agent that there is a stop transfer order with respect to all Shares (and that this Agreement places limits on the voting and transfer of the Shares) and (y) the Company and the Company’s transfer agent not to register the Transfer of any certificate representing any of the Shares unless such Transfer is made in accordance with the terms of this Agreement. Any Transfer in violation of this Section 4.1 shall be void.

Restriction on Transfer. From the date of this Agreement and until the termination of this Agreement in accordance with Section 5.1, except as expressly contemplated by Section 1, each Stockholder shall not, other than as may be required by a court orderdirectly or indirectly, (a) directly or indirectly sell, transfer, pledge, hypothecate, encumber (except as set forth on Attachment A or as a result of this Agreement)encumber, assign or otherwise dispose of (including, without limitation, by gift, merger, consolidation or reorganization)of, or enter into any contract, option or other agreement providing for arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, encumbrance, assignment or other direct or indirect disposition of or any interest inof, or limitation on the voting rights of, or otherwise transfer any of the Voting Shares (any such foregoing action, a “Transfer”) ); provided, that nothing in this Agreement shall prohibit the exercise by such Stockholder of any Company Option or the vesting of any Company Restricted Stock Award (including, if permitted by the Owned Sharesterms thereof, any cashless exercise or forfeiture or sale of shares to cover withholding obligations), (b) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of the Owned Shares or any interest therein, (c) grant any proxies or powers of attorney or other authorization in or with respect to the Owned any Voting Shares, deposit any Owned Voting Shares into a voting trust or enter into a voting agreement or arrangement with respect to any Owned Shares Voting Shares, (c) take any action that would cause any representation or warranty of such Stockholder contained herein to become untrue or incorrect, in each case, in any material respect, or would reasonably be expected to have the effect of preventing or disabling such Stockholder from performing such Stockholder’s obligations under this Agreement or (d) commit or agree to take any other action, that would in any way restrict, limit or interfere with the performance of its obligations hereunder. The foregoing restrictions on Transfer do not prohibit exercise by Stockholder of any stock option of the Companyforegoing actions. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make Transfers of Voting Shares by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations; provided, that, each transferee agrees in writing to be bound by the terms of this Agreement applicable to such Stockholder and to hold such Voting Shares subject to all the terms and provisions of this Agreement to the same extent as such terms and provisions bound such Stockholder from whom the Voting Shares were Transferred. If any involuntary Transfer of any of the Owned Voting Shares occurs (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale or any sale or transfer by operation of law, including, without limitation, by will or intestacy)shall occur, the transferee (which term, as used herein, shall include the initial transferee and any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Voting Shares subject to all of the restrictions, liabilities and covenants rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement. Any Transfer in violation of this Section 4.1 shall be void.

Restriction on Transfer. Stockholder Investor shall not, other than as may be required by a court order, (a) directly or indirectly sell, transfer, pledge, hypothecate, encumber (except as set forth on Attachment A or as a result of this Agreement), assign or otherwise dispose of (including, without limitation, by gift, merger, consolidation or reorganization), or enter into any contract, option or other agreement providing for the sale, transfer, pledge, hypothecation, encumbrance, assignment or other direct or indirect disposition of or any interest in, or limitation on the voting rights of, or otherwise transfer (any such foregoing action, a “Transfer”) any of the Owned Shares, (b) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of the Owned Shares or any interest therein, (c) grant any proxies or powers of attorney or other authorization in or with respect to the Owned Shares, deposit any Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any Owned Shares or (d) take any other action, that would in any way restrict, limit or interfere with the performance of its obligations hereunder. The foregoing restrictions on Transfer do not prohibit exercise by Stockholder Notwithstanding the foregoing, Investor may engage in conduct contemplated in (a) and (b) above with respect to any affiliate of any stock option of Investor with whom the CompanyCompany has entered into a voting agreement. If any involuntary Transfer of any of the Owned Shares occurs (including, but not limited to, a sale by StockholderInvestor’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale or any sale or transfer by operation of law, including, without limitation, by will or intestacy), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Shares subject to all of the restrictions, liabilities and covenants under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Any Transfer in violation of this Section 4.1 shall be void.

Restriction on Transfer. Each Stockholder shall nothereby agrees, while this Agreement is in effect, except as otherwise contemplated by the Merger Agreement, the Offer or Section 1.1 above, not to, other than as may be specifically required by a court order, (a) directly or indirectly sell, transfer, pledge, hypothecate, encumber (except as set forth on Attachment A or as a result of this Agreement), assign or otherwise dispose of (including, without limitation, by gift, merger, consolidation or reorganization), or enter into any contract, option or other agreement providing for the sale, transfer, pledge, hypothecation, encumbrance, assignment or other direct or indirect disposition of or any interest inof, or limitation on the voting rights of, or otherwise transfer any of the Owned Shares (any such foregoing action, a “Transfer”) any of the Owned Shares, or (b) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of the Owned Shares or any interest therein, (c) grant any proxies or powers of attorney or other authorization in or with respect to the Owned Sharesattorney, deposit any Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any Owned Shares or (d) take any other action, that would in any way restrict, limit or interfere with the performance of its obligations hereunderShares. The foregoing restrictions on Transfer do shall not prohibit the exercise by such Stockholder of any stock option options or warrants to purchase Owned Shares and shall not prohibit any Transfers for estate planning or charitable purposes provided the transferee and such Stockholder expressly agree to be bound by the provisions of the Companythis Agreement with respect to such transferred Owned Shares in a written instrument reasonably satisfactory to Parent. If any involuntary Transfer of any of the Owned Shares occurs shall occur (including, but not limited to, a sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale or any sale or transfer by operation of law, including, without limitation, by will or intestacy), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Shares subject to all of the restrictions, liabilities and covenants rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Any Transfer in violation of this Section 4.1 shall be void.

Restriction on Transfer. Except as contemplated by this Agreement, from the date of this Agreement and until the Expiration Date, Stockholder shall not, other than as may be required by a court order, (a) directly or indirectly sellindirectly, transfer, pledge, hypothecate, encumber (except as set forth on Attachment A or as a result of this Agreement), assign or otherwise dispose of (including, without limitation, by gift, merger, consolidation or reorganization), or enter into any contract, option or other agreement providing for the sale, transfer, pledge, hypothecation, encumbrance, assignment or other direct or indirect disposition of or any interest in, or limitation on the voting rights of, or otherwise transfer (any such foregoing action, a “Transfer”) Transfer any of the Owned Shares. Stockholder hereby further represents, covenants and agrees that, except for this Agreement, Stockholder (a) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Owned Shares other than the Stockholders Agreement, (b) enter into except as contemplated by this Agreement, has not granted, and shall not grant at any contracttime while this Agreement remains in effect, option a proxy, consent or other agreement or understanding with respect to any Transfer of any or all of the Owned Shares or any interest therein, (c) grant any proxies or powers power of attorney or other authorization in or with respect to the Owned Shares, deposit (c) has not taken and shall not take any Owned Shares into a voting trust action that would make any representation or enter into a voting agreement warranty of Stockholder contained herein untrue or arrangement incorrect or have the effect of preventing or disabling Stockholder from performing any of its obligations under this Agreement, and (d) has not committed or agreed, and shall not commit or agree, to take any of the foregoing actions. As used in this Agreement, the term “Transfer” means, with respect to any Owned Shares security, the direct or (d) take any other actionindirect assignment, that would in any way restrictsale, limit or interfere with the performance of its obligations hereunder. The foregoing restrictions on Transfer do not prohibit exercise by Stockholder of any stock option of the Company. If any involuntary Transfer of any of the Owned Shares occurs (includingtransfer, but not limited totender, a sale by Stockholder’s trustee in any bankruptcypledge, hypothecation, or the grant, creation or sufferage of a sale to a purchaser at any creditor’s lien or court Encumbrance in or upon, or the gift, placement in trust, or the constructive sale or any sale other disposition of such security (including transfers by testamentary or transfer intestate succession or otherwise by operation of law) or any right, includingtitle or interest therein (including any right or power to vote to which the holder thereof may be entitled, without limitation, whether such right or power is granted by will proxy or intestacyotherwise), or the transferee (which termrecord or beneficial ownership thereof, as used hereinthe offer to make such a sale, shall include transfer, constructive sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any and all transferees and subsequent transferees of the initial transferee) shall take foregoing. The term “constructive sale” means a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and hold such Owned Shares subject to all risks of the restrictions, liabilities and covenants under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Any Transfer in violation of this Section 4.1 shall be voidownership.

Restriction on Transfer. Stockholder From the date of this Agreement until the Termination Date, except as otherwise contemplated in the Merger Agreement, Shareholder shall not, other than as may be required by a court order, not (ai) directly or indirectly sell, transfer, pledge, hypothecate, encumber (except as set forth on Attachment A or as a result of this Agreement)encumber, assign or otherwise dispose of (including, without limitation, by gift, merger, consolidation or reorganization)of, or enter into any contract, option or other agreement providing for arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, encumbrance, assignment or other direct or indirect disposition of or any interest inof, or limitation on the voting rights of, or otherwise transfer any of the Shares (any such foregoing action, a “Transfer”), (ii) deposit any of the Owned Shares, (b) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of the Owned Shares or any interest therein, (c) grant any proxies or powers of attorney or other authorization in or with respect to the Owned Shares, deposit any Owned Shares into a voting trust or enter into a separate voting agreement or arrangement with respect to any Owned Shares or of the Shares, (diii) take any other action, action that would cause any representation or warranty of Shareholder contained herein to become untrue or incorrect, in each case, in any way restrictmaterial respect, limit or interfere with would reasonably be expected to have the performance effect of its preventing or disabling Shareholder from performing his obligations hereunder. The foregoing restrictions on Transfer do not prohibit exercise by Stockholder of under this Agreement or (iv) commit or agree to take any stock option of the Companyforegoing actions. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, Shareholder may make Transfers of Shares by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations; provided, that, each transferee agrees in writing to be bound by the terms of this Agreement applicable to Shareholder and to hold such Shares subject to all the terms and provisions of this Agreement to the same extent as such terms and provisions bound Shareholder. If any involuntary Transfer of any of the Owned Shares occurs (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale or any sale or transfer by operation of law, including, without limitation, by will or intestacy)shall occur, the transferee (which term, as used herein, shall include the initial transferee and any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Shares subject to all of the restrictions, liabilities and covenants rights under this Agreement, which shall continue in full force and effect until valid termination the Termination Date. In furtherance of the foregoing, Shareholder hereby authorizes (x) Parent to notify the Company’s transfer agent that there is a stop transfer order with respect to all Shares (and that this Agreement places limits on the voting and transfer of the Shares) and (y) the Company and the Company's transfer agent not to register the transfer of any certificate representing any of the Shares unless such transfer is made in accordance with the terms of this Agreement. Any Transfer in violation of this Section 4.1 shall be void.

Restriction on Transfer. The Stockholder shall nothereby agrees, other than as may be required by a court orderwhile this Agreement is in effect, (a) directly or indirectly sell, transfer, pledge, hypothecate, encumber (except as set forth on Attachment A otherwise contemplated by the Exchange Offer or as a result of this Agreement)Section 1.1 above, not to (i) assign or otherwise dispose of (including, without limitation, by gift, merger, consolidation or reorganization), or enter into any contract, option or other agreement providing for the sale, transfer, pledge, hypothecation, encumbrance, assignment or other direct or indirect disposition of or any interest inof, or limitation on the voting rights of, or otherwise transfer (any such foregoing action, a “Transfer”) any of the Owned SharesShares (any such action, a "Transfer") or (b) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of the Owned Shares or any interest therein, (cii) grant any proxies or powers of attorney or other authorization in or with respect to the Owned Sharesattorney, deposit any Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any Owned Shares or (d) take otherwise enter into any other actionagreement or arrangement with any person or entity limiting or affecting the Stockholder's legal power, that would in any way restrict, limit authority or interfere with right to exchange its Owned Shares and agree to the performance terms of its obligations hereunderthe Exchange Offer or this Agreement. The foregoing restrictions on Transfer do shall not prohibit the exercise by the Stockholder of any stock option of the Companyoptions or warrants to purchase Owned Shares. If any involuntary Transfer of any of the Owned Shares occurs shall occur (including, but not limited to, a sale by a Stockholder’s 's trustee or receiver in any bankruptcy, or a sale to a purchaser at any creditor’s 's or court sale or any sale or transfer by operation of law, including, without limitation, by will or intestacy), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Shares subject to all of the restrictions, liabilities and covenants rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Any Transfer in violation of this Section 4.1 shall be void.

Restriction on Transfer. From the date of this Agreement and until the Expiration Date, Stockholder shall not, other than as may be required by a court orderdirectly or indirectly, Transfer any of the Owned Shares. Stockholder hereby further represents, covenants and agrees that, except for this Agreement, Stockholder (a) directly or indirectly sellhas not entered into, transfer, pledge, hypothecate, encumber (except as set forth on Attachment A or as a result of this Agreement), assign or otherwise dispose of (including, without limitation, by gift, merger, consolidation or reorganization), or and shall not enter into at any contracttime while this Agreement remains in effect, option any voting agreement or other agreement providing for the sale, transfer, pledge, hypothecation, encumbrance, assignment or other direct or indirect disposition of or any interest in, or limitation on the voting rights of, or otherwise transfer (any such foregoing action, a “Transfer”) any of trust with respect to the Owned Shares, (b) enter into has not granted, and shall not grant at any contracttime while this Agreement remains in effect, option a proxy, consent or other agreement or understanding with respect to any Transfer of any or all of the Owned Shares or any interest therein, (c) grant any proxies or powers power of attorney or other authorization in or with respect to the Owned Shares, deposit (c) has not taken and shall not take any Owned Shares into a voting trust action that would make any representation or enter into a voting agreement warranty of Stockholder contained herein untrue or arrangement incorrect or have the effect of preventing or disabling Stockholder from performing any of its obligations under this Agreement, and (d) has not committed or agreed, and shall not commit or agree, to take any of the foregoing actions. As used in this Agreement, the term “Transfer” means, with respect to any Owned Shares security, the direct or (d) take any other actionindirect assignment, that would in any way restrictsale, limit or interfere with the performance of its obligations hereunder. The foregoing restrictions on Transfer do not prohibit exercise by Stockholder of any stock option of the Company. If any involuntary Transfer of any of the Owned Shares occurs (includingtransfer, but not limited totender, a sale by Stockholder’s trustee in any bankruptcypledge, hypothecation, or the grant, creation or sufferage of a sale to a purchaser at any creditor’s lien or court Encumbrance in or upon, or the gift, placement in trust, or the constructive sale or any sale other disposition of such security (including transfers by testamentary or transfer intestate succession or otherwise by operation of law) or any right, includingtitle or interest therein (including any right or power to vote to which the holder thereof may be entitled, without limitation, whether such right or power is granted by will proxy or intestacyotherwise), or the transferee (which termrecord or beneficial ownership thereof, as used hereinthe offer to make such a sale, shall include transfer, constructive sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any and all transferees and subsequent transferees of the initial transferee) shall take foregoing. The term “constructive sale” means a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and hold such Owned Shares subject to all risks of the restrictions, liabilities and covenants under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Any Transfer in violation of this Section 4.1 shall be voidownership.

Restriction on Transfer. Each Stockholder shall nothereby agrees, while this Agreement is in effect, at any time prior to the Acceptance Time, and otherwise as is contemplated by the Merger Agreement or the Offer, not to, other than as may be specifically required by a court order, (a) directly or indirectly sell, transfer, pledge, hypothecate, encumber (except as set forth on Attachment A or as a result of this Agreement), assign or otherwise dispose of (including, without limitation, by gift, merger, consolidation or reorganization), or enter into any contract, option or other agreement providing for the sale, transfer, pledge, hypothecation, encumbrance, assignment or other direct or indirect disposition of or any interest inof, or limitation on the voting rights of, or otherwise transfer any of the Owned Shares (any such foregoing action, a “Transfer”) any of the Owned Shares, or (b) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of the Owned Shares or any interest therein, (c) grant any proxies or powers of attorney or other authorization in or with respect to the Owned Sharesattorney, deposit any Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any Owned Shares or (d) take any other action, that would in any way restrict, limit or interfere with the performance of its obligations hereunderShares. The foregoing restrictions on Transfer do set forth in this Section 3.1 shall not prohibit the exercise by such Stockholder of any stock option options to purchase Owned Shares and shall not prohibit any Transfers for estate planning or charitable purposes provided the transferee and such Stockholder expressly agree to be bound by the provisions of the Companythis Agreement with respect to such transferred Owned Shares in a written instrument reasonably satisfactory to Parent. If any involuntary Transfer of any of the Owned Shares occurs shall occur (including, but not limited to, a sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale or any sale or transfer by operation of law, including, without limitation, by will or intestacy), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Shares subject to all of the restrictions, liabilities and covenants rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Any Transfer in violation of this Section 4.1 shall be void.

Restriction on Transfer. From the date of this Agreement and until the termination of this Agreement in accordance with Section 5.1, except as expressly contemplated by Section 1, each Stockholder shall not, other than as may be required by a court orderdirectly or indirectly, (ai) directly or indirectly sell, transfer, pledge, hypothecate, encumber (except as set forth on Attachment A or as a result of this Agreement)encumber, assign or otherwise dispose of (including, without limitation, by gift, merger, consolidation or reorganization)of, or enter into any contract, option or other agreement providing for arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, encumbrance, assignment or other direct or indirect disposition of or any interest inof, or limitation on the voting rights of, or otherwise transfer any of the Voting Shares (any such foregoing action, a “Transfer”) ); provided that nothing in this Agreement shall prohibit the exercise by such Stockholder of any of the Owned options to purchase Voting Shares, (b) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of the Owned Shares or any interest therein, (cii) grant any proxies or powers of attorney or other authorization in or with respect to the Owned any Voting Shares, deposit any Owned Voting Shares into a voting trust or enter into a voting agreement or arrangement with respect to any Owned Shares or Voting Shares, (diii) take any other action, action that would cause any representation or warranty of such Stockholder contained herein to become untrue or incorrect, in each case, in any way restrictmaterial respect, limit or interfere with would reasonably be expected to have the performance effect of its preventing or disabling such Stockholder from performing his obligations hereunder. The foregoing restrictions on Transfer do not prohibit exercise by Stockholder of under this Agreement or (iv) commit or agree to take any stock option of the Companyforegoing actions. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make Transfers of Voting Shares by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations; provided, that, each transferee agrees in writing to be bound by the terms of this Agreement applicable to such Stockholder and to hold such Voting Shares subject to all the terms and provisions of this Agreement to the same extent as such terms and provisions bound the Stockholder from whom the Voting Shares were Transferred. If any involuntary Transfer of any of the Owned Voting Shares occurs (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale or any sale or transfer by operation of law, including, without limitation, by will or intestacy)shall occur, the transferee (which term, as used herein, shall include the initial transferee and any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Voting Shares subject to all of the restrictions, liabilities and covenants rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement. Any Transfer in violation of this Section 4.1 shall be void.

Restriction on Transfer. Stockholder shall notEasterly Sponsor hereby agrees, while this Letter Agreement is in effect, at any time prior to the Outside Date, not to, other than as may be specifically required by a court order, (ai) directly or indirectly sell, transfer, pledge, hypothecate, encumber (except as set forth on Attachment A or as a result of this Agreement), assign or otherwise dispose of (including, without limitation, by gift, merger, consolidation or reorganization), or enter into any contract, option or other agreement providing for the sale, transfer, pledge, hypothecation, encumbrance, assignment or other direct or indirect disposition of or any interest inof, or limitation on the voting rights of, or otherwise transfer any of Easterly Sponsor’s shares of Easterly Common Stock (any such foregoing action, a “Transfer”) any of the Owned Shares), (b) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of the Owned Shares or any interest therein, (cii) grant any proxies or powers of attorney or other authorization in or with respect to the Owned Shares(except as contemplated by paragraph 6 above), deposit any Owned Shares of Easterly Sponsor’s shares of Easterly Common Stock into a voting trust or enter into a voting agreement or arrangement with respect to any Owned Shares such shares, or (diii) take or permit any other action, action that would in any way restrict, limit or interfere with the performance of its obligations hereunderhereunder or the transactions contemplated hereby or otherwise make any representation or warranty of Easterly Sponsor herein untrue or incorrect. The foregoing restrictions on Any attempted Transfer do not prohibit exercise by Stockholder of any stock option of the Company. If any involuntary Transfer Easterly Sponsor’s shares of any of the Owned Shares occurs (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcyEasterly Common Stock, or a sale to a purchaser at any creditor’s or court sale or any sale or transfer by operation of lawinterest therein, including, without limitation, by will or intestacy), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Shares subject to all of the restrictions, liabilities and covenants under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Any Transfer in violation of this Section 4.1 paragraph shall be null and void. Easterly shall not register the transfer of any shares of Easterly Common Stock by Easterly Sponsor unless such transfer is made in accordance with the terms of this Letter Agreement. Notwithstanding the foregoing, Easterly Sponsor shall be permitted to enter into any contract, option or other agreement providing for a Transfer to another Person (a “Permitted Transferee”) if (A) such Transfer occurs at the Effective Time and does not effect a Transfer of any Sponsor Surrendered Shares and (B) the Permitted Transferee has agreed in writing (the form and substance of which is reasonably acceptable to Sirius) to be bound by the terms of this Letter Agreement.