Common use of Transfer of the Shares; Other Actions Clause in Contracts

Transfer of the Shares; Other Actions. Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof), the Stockholder shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, pledge or otherwise dispose (whether by sale, distribution or otherwise) of, or consent to any of the foregoing (“Transfer”), any Shares or any right or interest therein; (ii) enter into any Contract, option or other arrangement or undertaking with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoing; (iii) grant any proxy or power-of-attorney with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated hereby; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated hereby; or (v) take any other action that would restrict, limit or interfere in any material respect with the performance of the Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Shares or any interest therein in violation of this Section 5 shall be null and void ab initio.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder Shareholder shall not, and shall cause each of its Subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any Encumbrances (other than Permitted Encumbrances) on or enter into any agreement with respect to any of the foregoing (“Transfer”), any Shares or all of Shareholder’s Equity Interests in the Company, including any right or interest thereinShareholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Shareholder Securities with respect to any matter that is in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShareholder under this Agreement with respect to Shareholder’s Equity Interests; (iv) deposit any of Shareholder’s Equity Interests, including the Shares Shareholder Securities, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares Shareholder Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShareholder under this Agreement with respect to Shareholder’s Equity Interests; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the Stockholdersuch Shareholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shareholder Securities shall occur (including, but not limited to, a sale by Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), 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 Shareholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder each Shareholder shall not, and shall cause each of its Subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any lien or encumbrance (other than Permitted Encumbrances) on or enter into any agreement with respect to any of the foregoing (“Transfer”), any Shares or all of Shareholder’s Equity Interests in the Company, including any right or interest thereinShareholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Shareholder Securities with respect to any matter that is in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShareholder under this Agreement with respect to Shareholder’s Equity Interests; (iv) deposit any of Shareholder’s Equity Interests, including the Shares Shareholder Securities, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares Shareholder Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShareholder under this Agreement with respect to Shareholder’s Equity Interests; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the Stockholdersuch Shareholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoinghereunder, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shareholder Securities shall occur (including, but not limited to, a sale by Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), 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 Shareholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date.

Transfer of the Shares; Other Actions. Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 3 hereof), the each Stockholder shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, pledge or otherwise dispose (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of, or consent to any of the foregoing (“Transfer”), any Shares or any right or interest therein; (ii) enter into any Contract, option or other arrangement or undertaking Contract with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingShares; (iii) grant any proxy or power-of-attorney with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated hereby; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated hereby; or (v) take any other action that would restrict, limit or interfere in any material respect with the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (A) if Stockholder is an individual, (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate familyfamily or established for charitable purposes, or (3) upon the death of Stockholder, (3) to charitable organizations, (4) by selling already-owned Shares pursuant to existing 10b5-1 trading plans or (5) for the Stockholderpurpose of personal tax-planning, or (B) if Stockholder is a partnership, limited liability company or trust, to one or more partners or members of Stockholder or to an affiliated corporation under common control with Stockholder or to any trustee or beneficiary of the trust, provided that any Transfer permitted pursuant to (1A) to or (3B) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Shares or any interest therein in violation of this Section 5 shall be null and void ab initio.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise expressly provided herein (including pursuant to Section 3, this Section 4 hereof)or Section 5) or in the Merger Agreement, each of the Stockholder and each Trust shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any Shares or all of such Person’s Company Stock Options or Shares, or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding other than a Permitted Encumbrance (provided such Permitted Encumbrance shall not prevent such Person from complying with the terms of this Agreement) with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere in any material respect with the performance of the Stockholdersuch Person’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shares shall occur (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), 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 Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Upon the request of any of Parent, Sub or the Company, Stockholder shall surrender or cause to be surrendered to the Company any stock certificates representing the Shares for imposition of a legend referencing these restrictions on transfer in accordance with Section 202(a) of the DGCL.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementEnd Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its Subsidiaries and affiliates not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any Lien (other than Permitted Liens) on or enter into any agreement with respect to (any of the foregoing (foregoing, a “Transfer”), any Shares or any right or interest thereinall of its Stockholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Stockholder Securities with respect to any matter that is in contravention of the obligations of Stockholder under this Agreement with respect to the Stockholder hereunder Securities; or the transactions contemplated hereby; (iv) deposit any of the Shares Stockholder Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares such Stockholder Securities in contravention of the obligations of Stockholder under this Agreement with respect to the Stockholder hereunder or the transactions contemplated hereby; or (v) take any other action that would restrict, limit or interfere in any material respect with the performance of the Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)Securities. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Stockholder Securities shall occur (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), 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 Stockholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the End Date.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)3 or Section 5) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its subsidiaries, if any, not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any Shares or all of the Stockholder’s Equity Interests in the Company, including any Shares, or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares Stockholder’s Equity Interests, including the Shares, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere in any material respect with the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shares shall occur (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), 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 Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.

Transfer of the Shares; Other Actions. Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 3 hereof), the Stockholder NAR shall not: (ia) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of, or consent to any of the foregoing (“Transfer”), any (i) Shares or (ii) Series A Preferred Shares, or, in each case, any right or interest therein, other than, in the case of the Series A Preferred Shares, a transfer to the Company in connection with the redemption by the Company of such shares; (iib) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingSeries A Preferred Shares; (iiic) grant any proxy or power-of-attorney or other authorization or consent with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebySeries A Preferred Shares; (ivd) deposit any of the Shares or Series A Preferred Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebySeries A Preferred Shares; or (ve) directly or indirectly take any other action that would restrict, limit or interfere in any material respect with the performance of the Stockholder’s its obligations hereunder or the transactions contemplated hereby. Notwithstanding Any attempt by NAR to Transfer the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Series A Preferred Shares or any interest therein in violation of this Section 5 4 shall be null and void ab initiovoid. Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement, NAR agrees that any and all rights incident to its ownership of Shares (including any rights to recover amounts, if any, that may be determined to be due to any stockholder or former stockholders of the Company), including but not limited to rights arising out of NAR’s ownership of Shares prior to the transfer of such Shares to Merger Sub or Acquiror pursuant to the Offer or the Merger Agreement, shall be transferred to Merger Sub and Acquiror upon the transfer to Merger Sub or Acquiror of such Stockholder’s Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination earlier of this Agreement(i) the Termination Date and (ii) the date on which the Company Stockholder Approval shall have been obtained, except as otherwise in the case where Parent has provided herein its prior written consent (including pursuant not to Section 4 hereofbe unreasonably withheld, conditioned or delayed), the each Stockholder shall not, and shall cause each of its affiliates not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, or consent to create any of the foregoing lien or encumbrance (other than Permitted Encumbrances) (a “Transfer”)) on, any Shares rights relating to any or all of such Stockholder’s Stockholder Securities (including any right rights arising in connection with or interest thereinrelating to any Rights); (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Stockholder Securities with respect to any matter that is in contravention of the obligations of such Stockholder under this Agreement with respect to the Stockholder hereunder or the transactions contemplated herebySecurities; (iv) deposit any of the Shares Stockholder Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares Stockholder Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyunder this Agreement; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the such Stockholder’s obligations hereunder or hereunder; provided, however, that notwithstanding any of the transactions contemplated herebyforegoing, the disposition of any Stockholder Securities to an unaffiliated third party pursuant to the termination by an investor (that is not an affiliate of such Stockholder and which such Stockholder does not have the right to prevent from terminating such account and requiring such Transfer) of an account managed by a Stockholder shall not be deemed a Transfer and, to the extent applicable, shall be treated as Permitted Encumbrance for purposes of this Agreement. Notwithstanding the foregoing, the preceding sentence shall not prohibit a any Transfer of Shares by the Stockholder: (1) Stockholder Securities to any member an affiliate of Stockholder’s immediate family, (2) to a trust established for the benefit of such Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted permitted, but only if, as a precondition in each case, prior to the effectiveness of such transferTransfer, the transferee of such Shares agrees in writing with Parent to be bound by the applicable terms hereof (unless such transferee is a Stockholder) and conditions notice of this Agreement (a “Permitted Transfer”). Any attempted such Transfer of any Shares or any interest therein in violation of this is delivered to Parent pursuant to Section 5 shall be null and void ab initio8(a) hereof.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementOutside Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any Lien (other than Permitted Liens) on or enter into any agreement with respect to (any of the foregoing (foregoing, a “Transfer”), any Shares or any right or interest thereinall of its Stockholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares any or any other securities all of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingits Stockholder Securities; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Stockholder Securities with respect to any matter that is in contravention of the obligations of Stockholder under this Agreement with respect to the Stockholder hereunder or the transactions contemplated herebySecurities; (iv) deposit any of the Shares Stockholder Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares such Stockholder Securities in contravention of the obligations of Stockholder under this Agreement with respect to the Stockholder hereunder or the transactions contemplated herebySecurities; or (v) take or cause the taking of any other action that would restrict, limit reasonably be expected to prevent or interfere in any material respect with materially delay the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)hereunder. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Stockholder Securities shall occur (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), 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 Stockholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Outside Date.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise expressly provided herein (including pursuant to Section 3, this Section 4 hereof)or Section 5) or in the Merger Agreement, the Stockholder shall not: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any Shares or all of such Person’s Company Stock Options or Shares, or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding other than a Permitted Encumbrance (provided such Permitted Encumbrance shall not prevent such Person from complying with the terms of this Agreement) with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere in any material respect with the performance of the Stockholdersuch Person’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shares shall occur (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), 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 Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Upon the request of any of Parent, Sub or the Company, Stockholder shall surrender or cause to be surrendered to the Company any stock certificates representing the Shares for imposition of a legend referencing these restrictions on transfer in accordance with Section 202(a) of the DGCL.

Transfer of the Shares; Other Actions. Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 3 hereof), the Stockholder shall not: (ia) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, pledge or otherwise dispose (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of, or consent to any of the foregoing (“Transfer”), any Shares or any right or interest therein; (iib) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingShares; (iiic) grant any proxy or power-of-attorney or other authorization or consent with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; (ivd) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (ve) directly or indirectly take any other action that would restrict, limit or interfere in any material respect with the performance of the Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (A) if Stockholder is an individual, (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate familyfamily or established for charitable purposes, or (3) upon the death of Stockholder, (3) to charitable organizations, (4) by selling already-owned Shares pursuant to existing 10b5-1 trading plans or (5) for the Stockholderpurpose of personal tax-planning, or (B) if Stockholder is a partnership, limited liability company or trust, to one or more partners or members of Stockholder or to an affiliated corporation under common control with Stockholder or to any trustee or beneficiary of the trust, provided that any Transfer permitted pursuant to (1A) to or (3B) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted attempt by the Stockholder to Transfer of any the Shares or any interest therein in violation of this Section 5 4 shall be null and void ab initiovoid. Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement, the Stockholder agrees that any and all rights incident to its ownership of Shares (including any rights to recover amounts, if any, that may be determined to be due to any stockholder or former stockholders of the Company), including but not limited to rights arising out of the Stockholder’s ownership of Shares prior to the transfer of such Shares to Merger Sub or Acquiror pursuant to the Offer or the Merger Agreement, shall be transferred to Merger Sub and Acquiror upon the transfer to Merger Sub or Acquiror of the Stockholder’s Shares.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder each Shareholder shall not, and shall cause each of its Subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any Encumbrances (other than Permitted Encumbrances) on or enter into any agreement with respect to any of the foregoing (“Transfer”), any Shares or all of each Shareholder’s Equity Interests in the Company, including any right or interest thereinShareholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares such Shareholder Securities with respect to any matter that is in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebysuch Shareholder under this Agreement with respect to such Shareholder’s Equity Interests; (iv) deposit any of the Shares such Shareholder’s Equity Interests, including Shareholder Securities, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares Shareholder Securities owned by such Shareholder, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebysuch Shareholder under this Agreement with respect to such Shareholder’s Equity Interests; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the Stockholdersuch Shareholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shareholder Securities shall occur (including, but not limited to, a sale by such Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), 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 Shareholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder shall not, and shall cause each of its Subsidiaries not to, directly or indirectly: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-gift- over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any lien or encumbrance (other than Permitted Encumbrances) on or enter into any agreement with respect to any of the foregoing (“Transfer”), any Shares or all of the Stockholder’s Equity Interests in the Company, including any right or interest thereinStockholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Stockholder Securities with respect to any matter that is in contravention of the obligations of the Stockholder hereunder or under this Agreement with respect to the transactions contemplated herebyStockholder’s Equity Interests; (iv) deposit any of the Shares Stockholder’s Equity Interests, including the Stockholder Securities, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares Stockholder Securities, in contravention of the obligations of the Stockholder hereunder or under this Agreement with respect to the transactions contemplated herebyStockholder’s Equity Interests; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoinghereunder, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Stockholder Securities shall occur (including, but not limited to, a sale by the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale) to the fullest extent permitted by applicable Law, 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 Stockholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the each Stockholder shall not, and shall cause each of its Subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any lien or encumbrance (other than Permitted Encumbrances) on or enter into any agreement with respect to any of the foregoing (“Transfer”), any Shares or all of Stockholder’s Equity Interests in the Company, including any right or interest thereinStockholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Stockholder Securities with respect to any matter that is in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyunder this Agreement with respect to Stockholder’s Equity Interests; (iv) deposit any of Stockholder’s Equity Interests, including the Shares Stockholder Securities, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares Stockholder Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyunder this Agreement with respect to Stockholder’s Equity Interests; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoinghereunder, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Stockholder Securities shall occur (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), 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 Stockholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date.

Transfer of the Shares; Other Actions. (a) Prior to the termination earlier of this Agreement(i) the Termination Date, and (ii) the date on which the Company Stockholder Approval shall have been obtained, except as otherwise in the case where Parent has provided herein its prior written consent (including pursuant not to Section 4 hereofbe unreasonably withheld, conditioned or delayed), the each Stockholder shall not, and shall cause each of its affiliates not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, or consent to create any of the foregoing lien or encumbrance (other than Permitted Encumbrances) (a “Transfer”)) on, any Shares rights relating to any or all of such Stockholder’s Stockholder Securities (including any right rights arising in connection with or interest thereinrelating to any Rights); (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or power-proxy, power- of-attorney or other authorization or consent with respect to any of the Shares Stockholder Securities with respect to any matter that is in contravention of the obligations of such Stockholder under this Agreement with respect to the Stockholder hereunder or the transactions contemplated herebySecurities; (iv) deposit any of the Shares Stockholder Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares Stockholder Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyunder this Agreement; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the such Stockholder’s obligations hereunder or the transactions contemplated herebyhereunder. Notwithstanding the foregoing, the preceding sentence shall not prohibit a any Transfer of Shares by the Stockholder: (1) Stockholder Securities to any member an affiliate of Stockholder’s immediate family, (2) to a trust established for the benefit of such Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted permitted, but only if, as a precondition in each case, prior to the effectiveness of such transferTransfer, the transferee of such Shares agrees in writing with Parent to be bound by the applicable terms hereof (unless such transferee is a Stockholder) and conditions notice of this Agreement (a “Permitted Transfer”). Any attempted such Transfer of any Shares or any interest therein in violation of this is delivered to Parent pursuant to Section 5 shall be null and void ab initio8(a) hereof.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)herein, the each Stockholder shall notnot directly or indirectly: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing with respect to (“Transfer”), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of any Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time right or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoinginterest therein; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in contravention of the obligations of the Stockholder hereunder or a manner, inconsistent with the transactions contemplated herebyby the Merger Agreement or the provisions thereof; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated hereby; or (v) take make any other action that would restrict, limit representation or interfere warranty of such Stockholder herein untrue or incorrect in any material respect with the performance of the Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)respect. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), 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 Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.

Transfer of the Shares; Other Actions. (a) Prior to the termination earlier of this Agreement(i) the Termination Date, and (ii) the date on which the Company Stockholder Approval shall have been obtained, except as otherwise in the case where Parent has provided herein its prior written consent (including pursuant not to Section 4 hereofbe unreasonably withheld, conditioned or delayed), the each Stockholder shall not, and shall cause each of its affiliates not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, or consent to create any of the foregoing lien or encumbrance (other than Permitted Encumbrances) (a “Transfer”)) on, any Shares rights relating to any or all of such Stockholder’s Stockholder Securities (including any right rights arising in connection with or interest thereinrelating to any Rights); (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Stockholder Securities with respect to any matter that is in contravention of the obligations of such Stockholder under this Agreement with respect to the Stockholder hereunder or the transactions contemplated herebySecurities; (iv) deposit any of the Shares Stockholder Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares Stockholder Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyunder this Agreement; or (v) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the such Stockholder’s obligations hereunder or the transactions contemplated herebyhereunder. Notwithstanding the foregoing, the preceding sentence shall not prohibit a any Transfer of Shares by the Stockholder: (1) Stockholder Securities to any member an affiliate of Stockholder’s immediate family, (2) to a trust established for the benefit of such Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted permitted, but only if, as a precondition in each case, prior to the effectiveness of such transferTransfer, the transferee of such Shares agrees in writing with Parent to be bound by the applicable terms hereof (unless such transferee is a Stockholder) and conditions notice of this Agreement (a “Permitted Transfer”). Any attempted such Transfer of any Shares or any interest therein in violation of this is delivered to Parent pursuant to Section 5 shall be null and void ab initio8(a) hereof.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 4 hereof)herein, the each Stockholder shall not, directly or indirectly: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Liens (other than pursuant to applicable restrictions on transfer under the Securities Act) on or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebyShares; or (v) take or cause the taking of any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or restrict, limit or interfere in any material respect with the performance of the such Stockholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding ; provided, however, that any Transfer shall be permitted in the foregoing, event such action is (A) required to comply with the preceding sentence shall not prohibit a Transfer terms of Shares by the Stockholder: (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate familythis Agreement, or (3B) upon the death result of the any donative transfer to any immediate family member of such Stockholder, provided any charity to which the Stockholder wishes to contribute and/or any entity controlled by such family member or charity, or a trust, including a charitable remainder trust, for the exclusive benefit of such Stockholder, any immediate family member of such Stockholder, any charity to which such Stockholder wishes to contribute and/or any entity controlled by such trusts, in each case prior to the ten-Business Day deadline specified in Section 4(a); provided, further that prior to any Transfer such permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transferTransfer, the transferee of such Shares agrees shall agree in writing with Parent a valid, binding and enforceable instrument to be bound by the terms and conditions of this Agreement hereof (a “Permitted Transfer”)copy of which shall promptly be provided to Parent) and such transfer shall not relieve such Stockholder of any of its obligations hereunder. Any attempted Transfer sale, transfer, pledge, assignment or other disposition of any Shares or any interest therein in violation of this Section 5 6 shall be null and void ab initio.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date, except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder Shareholder shall not, and shall cause each of its Subsidiaries not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any lien or encumbrance (other than Permitted Encumbrances) on or enter into any agreement with respect to any of the foregoing (“Transfer”), any Shares or all of the Shareholder Securities, including any right or interest thereinShareholder Securities; (ii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares or any other securities of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingTransfer; (iii) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares Shareholder Securities with respect to any matter that is in contravention of the obligations of Shareholder under this Agreement with respect to the Stockholder hereunder or the transactions contemplated herebyShareholder Securities; (iv) deposit any of the Shares Shareholder Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares such Shareholder Securities in contravention of the obligations of Shareholder under this Agreement with respect to the Stockholder hereunder or the transactions contemplated herebyShareholder Securities; or (v) take or cause the taking of any other action that would restrict, limit restrict or interfere in any material respect with prevent the performance of the Stockholdersuch Shareholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”). Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shareholder Securities shall occur (including, but not limited to, a sale by Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), 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 Shareholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this AgreementTermination Date (as defined below), except as otherwise expressly provided herein (including pursuant to this Section 4 hereof)3 or Section 4) or in the Merger Agreement, the Stockholder each Shareholder shall not, and shall cause each of its Subsidiaries (if applicable) not to: (i) tender into any tender or exchange offer or otherwise directly or indirectly transfer, assign, sell, gift-over, pledge hedge, charge or otherwise dispose (whether by sale, distribution liquidation, dissolution, dividend or otherwisedistribution) of, enter into any derivative arrangement with respect to, or consent create any lien or encumbrance on or enter into any agreement with respect to any of the foregoing (“Transfer”), any or all of such Shareholder’s Securities, provided that nothing contained herein shall prohibit (A) the net settlement of the Shareholder’s options to purchase Eros Ordinary Shares (to pay the exercise price thereof and any tax withholding obligations), (B) the net settlement of the Shareholder’s restricted stock units (including performance-based restricted stock units, if applicable) settled in Eros Ordinary Shares (to pay any tax withholding obligations), (C) the exercise of the Shareholder’s options to purchase Eros Ordinary Shares, to the extent such options would expire prior to the Effective Time, (D) the sale of a sufficient number of Eros Ordinary Shares acquired upon exercise of the Shareholder’s options pursuant to the foregoing clause (C) or upon the settlement of the Shareholder’s restricted stock units, in each case as would generate sales proceeds sufficient to pay the aggregate applicable exercise price of shares then exercised under such options and the taxes payable by the Shareholder as a result of such exercise or settlement, (E) any right Transfer where the Shareholder retains sole direct and indirect voting control over such Shareholder’s Securities through the Termination Date, or interest therein(F) any Transfer to another member of the Eros Founder Group; (ii) solicit, initiate, endorse, encourage or facilitate the making by any Person (other than the other parties to the Merger Agreement) of any Acquisition Proposal; (iii) enter into any Contractcontract, option or other agreement, arrangement or undertaking understanding with respect to any Transfer of Shares any or any other securities all of the Company (other than an agreement with the Company whereby all Company Stock Options shall be terminated at the Effective Time or other agreements pursuant to Section 3.07 of the Merger Agreement), or offer to do or consent to any of the foregoingsuch Shareholder’s Securities; (iiiiv) grant any proxy or proxy, power-of-attorney or other authorization or consent with respect to any of the Shares such Shareholder’s Securities with respect to any matter that is in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebysuch Shareholder under this Agreement with respect to such Shareholder’s Securities; (ivv) deposit any of the Shares such Shareholder’s Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares Equity Interests, including such Shareholder’s Securities, in contravention of the obligations of the Stockholder hereunder or the transactions contemplated herebysuch Shareholder under this Agreement with respect to such Shareholder’s Securities; or (vvi) knowingly take or cause the taking of any other action that would restrict, limit materially restrict or interfere in any material respect with prevent the performance of the Stockholdersuch Shareholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoinghereunder, the preceding sentence shall not prohibit a Transfer of Shares by the Stockholder: (1) to excluding any member of Stockholder’s immediate family, (2) to a trust established for the benefit of Stockholder and/or for the benefit of one or more members of Stockholder’s immediate family, or (3) upon the death of the Stockholder, provided that any Transfer permitted pursuant to (1) to (3) above shall be permitted only if, as a precondition to such transfer, the transferee of such Shares agrees in writing with Parent to be bound by the terms and conditions of this Agreement (a “Permitted Transfer”)bankruptcy filing. Any attempted Transfer of any Shares or any interest therein action taken in violation of this Section 5 the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of such Shareholder’s Securities shall occur (including, but not limited to, a sale by Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), 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 Shareholder’s Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date.