Common use of No Transfers Clause in Contracts

No Transfers. Except as provided in the last sentence of this Section 3(b), such Stockholder agrees not to, and to cause any record holder of its Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of its Subject Shares (or any interest therein) to any Person, other than the exchange of its Subject Shares for Parent Common Stock in accordance with the Merger Agreement or (ii) grant any proxies, or deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), such Stockholder further agrees not to commit or agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, such Stockholder shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “a Stockholder” for all purposes of this Agreement; provided, however, that no such transfer shall relieve such Stockholder from its obligations under this Agreement with respect to any Subject Shares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which such Stockholder retains the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period; provided that no such transaction shall (x) in any way limit any of the obligations of such Stockholder under this Agreement, or (y) have any adverse effect on the ability of the Stockholders to perform their obligations under this Agreement.

No Transfers. Except as provided in the last sentence of this Section 3(b), such the Stockholder agrees not to, and to cause any record holder of its any Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of its Subject Shares (or any interest therein) to any Person, other than the exchange of its the Subject Shares for Parent Common Stock Merger Consideration in accordance with the Merger Agreement Agreement, or (ii) grant any proxies, or deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its the Subject Shares, other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), such the Stockholder further agrees not to commit or agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, such the Stockholder shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “a the Stockholder” for all purposes of this Agreement; provided, however, that no such transfer shall relieve such the Stockholder from its obligations under this Agreement with respect to any Subject Shares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which such Stockholder retains the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period; provided that no such transaction shall (x) in any way limit any of the obligations of such Stockholder under this Agreement, or (y) have any adverse effect on the ability of the Stockholders to perform their obligations under this AgreementShares.

No Transfers. Except as provided in the last sentence of this Section 3(b), such Stockholder agrees not to, and to cause any record holder of its Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of its Subject Shares (or any interest therein) to any Person, other than the exchange of its Subject Shares for Parent Common Stock Merger Consideration in accordance with the Merger Agreement or (ii) grant any proxies, or deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), such Stockholder further agrees not to commit or agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, such Stockholder shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “a the Stockholder” for all purposes of this Agreement; provided, however, that no such transfer shall relieve such Stockholder from its obligations under this Agreement with respect to any Subject Shares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which such Stockholder retains the sole right to vote, dispose of and exercise dissenters’ rights with respect to vote its Subject Shares during the Applicable Period; provided that no such transaction shall (x) in any way limit any of the obligations of such Stockholder under this Agreement, or (y) have any adverse effect on the ability of the Stockholders Stockholder to perform their its obligations under this Agreement.

No Transfers. (a) Except as provided expressly set forth in this Agreement, the last sentence Shareholder shall not, without the prior written consent of this Section 3(bParent (which may be withheld for any reason or for no reason), such Stockholder agrees not to, and to cause any record holder of its Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer grant any proxies or enter into any voting agreement, voting trust, power-of-attorney, consent or other agreement or arrangement with respect to the voting of any Shares, other than any proxies, voting trusts or voting agreements or arrangements that are not inconsistent and could not reasonably be expected to interfere in any manner with the voting obligations of the Shareholder contained in this Agreement or the agreements made under this Agreement, or (ii) sell, assign, transfer, hypothecate, pledge, encumber, permit the creation of a lien upon, or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) (any of the foregoing, a “Transfer”), or enter into any contract, option, hedging, derivative transaction or other arrangement or understanding with respect to the direct or indirect Transfer of, any Shares or any right, title or interest therein or related thereto. Without limiting the foregoing, as a condition to any consent of Parent to any of the actions described in clause (i) or (ii) above, (x) the person receiving the proxy or entering into any voting trust, power-of-attorney or other agreement or arrangement with respect to any voting of any Shares during the term of this Agreement or (y) the transferee in respect of such Transfer or who receives the rights under any contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the direct or indirect Transfer of, of any of its Subject Shares (or any interest therein) to any Person, other than the exchange of its Subject Shares for Parent Common Stock in accordance with the Merger Agreement or (ii) grant any proxies, or deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), such Stockholder further agrees not to commit or must agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, such Stockholder shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner an instrument reasonably acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as a Shareholder hereunder. Notwithstanding the foregoing, with the prior written consent of Parent, a Shareholder may Transfer its Shares to an immediate family member or to a trust solely for estate planning purposes, if it were “a Stockholder” for all purposes of this Agreement; providedsuch immediate family member or trustee, howeveras the case may be, that no such transfer shall relieve such Stockholder from its obligations under agrees in writing, in an instrument reasonably acceptable to Parent, to be bound by this Agreement with respect to any Subject Shares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which such Stockholder retains the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period; provided that no such transaction shall (x) in any way limit any of the obligations of such Stockholder under this Agreement, or (y) have any adverse effect on the ability of the Stockholders to perform their obligations under this AgreementShareholder hereunder.

No Transfers. Except Each Holder agrees that, prior to the Termination Date, except as provided in contemplated by this Agreement, the last sentence of this Section 3(b)Merger Agreement or any other Transaction Document, such Stockholder agrees it shall not, and shall cause its Affiliates not to, and to cause any record holder of without Landcadia’s prior written consent (which consent may be given or withheld by Landcadia in its Subject Shares, not to, in any such case sole discretion): (i) directly or indirectly, during the Applicable Period offer for sale, sell (i) Transfer including short sales), transfer, tender, pledge, convert, encumber, assign or otherwise dispose of (including by gift, merger, tendering into any tender offer or exchange offer or otherwise), either voluntarily or involuntarily (collectively, a “Transfer”), or enter into any agreementcontract, option option, derivative, hedging or other agreement or arrangement or understanding (including any profit profit-sharing arrangement) with respect to the to, or consent to, a Transfer of, any or all of its Subject Shares (or any interest therein) to any Person, other than the exchange of its Subject Shares for Parent Common Stock in accordance with the Merger Agreement or Covered Shares; (ii) grant any proxies, proxies or deposit any powers of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, attorney with respect to its Subject Shares, any or all of the Covered Shares (except in connection with voting by proxy at a meeting of stockholders of Hxxxxxx as contemplated by Section 1 of this Agreement); (iii) permit to exist any Lien with respect to any or all of the Covered Shares other than pursuant to those created by this Agreement. Subject to the last sentence of this Section 3(b), such Stockholder further agrees not to commit or agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, such Stockholder this Section 3.1 shall have the right to (a) not prohibit a Transfer its Subject of Covered Shares by any Holder to an Affiliate if and of such Holder; provided that such Transfer shall be permitted only if if, prior to or in connection with such Affiliate shall have agreed Transfer, the transferee agrees in writing, in a manner acceptable reasonably satisfactory in form and substance to ParentLandcadia, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “a Stockholder” for assume all purposes of this Agreement; provided, however, that no such transfer shall relieve such Stockholder from its obligations under this Agreement with respect to any Subject Shares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which such Stockholder retains the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period; provided that no such transaction shall (x) in any way limit any of the obligations of such Stockholder Holder hereunder and to be bound by the terms of this Agreement; provided further that any Transfer permitted under this Agreement, or (y) have any adverse effect on Section 3.1 shall not relieve the ability Holder of the Stockholders to perform their its obligations under this Agreement. Any transfer in violation of this Section 3.1 shall be null and void ab initio.

No Transfers. Except as provided in the second to last sentence of this Section 3(b), such Stockholder agrees not to, and to cause any record holder of its Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of its Subject Shares (or any interest therein) to any Person, other than the exchange of its Subject Shares for Parent Common Stock Merger Consideration in accordance with the Merger Agreement or (ii) grant any proxies, or deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this Agreement. Subject to the second to last sentence of this Section 3(b), such Stockholder further agrees not to commit or agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, such Stockholder shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “a the Stockholder” for all purposes of this Agreement; provided, however, that no such transfer shall relieve such Stockholder from its obligations under this Agreement with respect to any Subject Shares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which such Stockholder Shareholder retains its Subject Shares and the sole right to vote, dispose of and exercise dissenters’ rights with respect to and dispose of its Subject Shares during the Applicable Period; , provided that no such transaction shall (x) in any way limit any of the obligations of such Stockholder under this Agreement, or (y) have any adverse effect on the ability of the Stockholders Stockholder to perform their its obligations under this Agreement. For purposes of this Section 3(b) only, the term “Subject Shares” shall include the Company Warrants and any shares of Company Common Stock issuable upon exercise of any Company Warrant.

No Transfers. Except as provided in the last sentence of this Section 3(b), such the Stockholder agrees not to, and to cause any record holder of its Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of its Subject Shares (or any interest therein) to any Person, other than except that Stockholder shall be entitled to sell the exchange of its Subject Shares as reflected on Schedule B hereto (prior to giving effect to any stock split or reverse stock split) for Parent Common Stock in accordance with the Merger Agreement tax planning purposes, or (ii) grant any proxies, or deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this AgreementAgreement (which, for the avoidance of doubt, shall not prevent the Stockholder from granting any proxy or entering into any voting agreement with respect to matters other than those set forth in Section 3(a)). Subject to the second to last sentence of this Section 3(b), such the Stockholder further agrees not to commit or agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Any attempted Transfer by the Stockholder of its Subject Shares (or of any interest therein) in violation of this Section 3(b) shall be null and void. Notwithstanding the foregoing, such the Stockholder shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to ParentQuartz, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “a the Stockholder” for all purposes of this Agreement; provided, however, that no such transfer Transfer shall relieve such the Stockholder from its obligations under this Agreement with respect to any Subject Shares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which such the Stockholder retains its Subject Shares and the sole right to vote, dispose of and exercise dissenters’ ' rights with respect to and dispose of its Subject Shares during the Applicable Period; , provided that no such transaction shall (x) in any way limit any of the obligations of such the Stockholder under this Agreement, or (y) have any adverse effect on the ability of the Stockholders Stockholder to perform their its obligations under this Agreement.

No Transfers. Except as provided in During the last sentence of this Section 3(b)Applicable Period, such Stockholder [each][the] Subject Shareholder hereby agrees not tothat [such][the] Subject Shareholder shall not, and to cause any record holder of its Subject Shares, not to, in any such case directly or indirectly: (a) sell, during the Applicable Period (i) Transfer or enter into any agreementconvey, option or other arrangement assign, transfer (including by succession or otherwise by operation of Law), exchange, pledge, hypothecate or otherwise encumber or dispose of any profit sharing arrangementSubject Shares; (b) with respect to the Transfer of, any of its Subject Shares (or any interest therein) to any Person, other than the exchange of its Subject Shares for Parent Common Stock in accordance with the Merger Agreement or (ii) grant any proxies, or deposit any of its Subject Shares into any a voting trust or enter into any voting arrangement, whether by proxy, a voting agreement or otherwise, any other arrangement with respect to its any Subject Shares or, except as otherwise provided in this Section 1.02, grant or purport to grant any proxy or power of attorney with respect thereto; (c) enter into any contract, option, call or other arrangement or undertaking with respect to the sale, conveyance, assignment, transfer (including by succession or otherwise by operation of Law), exchange, pledge, hypothecation or other encumbrance or disposition, or limitation on the voting rights, of any Subject Shares; (d) otherwise grant, permit or suffer the creation of any Liens on any Subject Shares (other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), such Stockholder further agrees not to applicable restrictions on transfer under U.S. state or federal securities or “blue sky” Laws) or (e) commit or agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, take any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, such Stockholder shall have the right to (any action described in clauses (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent), (ib), (c), (d) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were e), a “a Stockholder” for all purposes of this AgreementTransfer”); provided, however, that no the foregoing shall not prohibit Transfers (i) to any member of [such][the] Subject Shareholder’s immediate family, or to a trust for the benefit of [such][the] Subject Shareholder or any member of a Subject Shareholder’s immediate family, so long as, prior to and as a condition to the effectiveness of any such transfer Transfer, such transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Annex A, (ii) between or among any Subject Shareholder, (iii) under any Subject Shareholder’s will or pursuant to laws of descent and distribution, so long as, prior to and as a condition to the effectiveness of any such Transfer, such transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Annex A or (iv) to the Company with the exercise, net settlement or tax withholding provisions of equity awards granted pursuant to the Company’s Shareholder-approved equity incentive plans. Any Transfer or action in violation of this Section 1.02 shall relieve be void ab initio. If any involuntary Transfer of any of Subject Shares occurs, the transferee (and all transferees and subsequent transferees of such Stockholder from its obligations transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement with respect to any Subject Shares or (b) Transfer its Subject Shares Agreement, which shall continue in a transaction, such as a hedging or derivative transaction, with respect to which such Stockholder retains the sole right to vote, dispose of full force and exercise dissenters’ rights with respect to its Subject Shares effect during the Applicable Period; provided that no such transaction shall (x) in any way limit any of the obligations of such Stockholder under this Agreement, or (y) have any adverse effect on the ability of the Stockholders to perform their obligations under this Agreement.

No Transfers. Except as provided in the second to last sentence of this Section 3(b), such Stockholder agrees not to, and to cause any record holder of its Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of its Subject Shares (or any interest therein) to any Person, other than the exchange of its Subject Shares for Parent Common Stock Merger Consideration in accordance with the Merger Agreement or (ii) grant any proxies, or deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this Agreement. Subject to the second to last sentence of this Section 3(b), such Stockholder further agrees not to commit or agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Any attempted Transfer by such Stockholder of its Subject Shares (or of any interest therein) in violation of this Section 3(b) shall be null and void. Notwithstanding the foregoing, such Stockholder shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to ParentKrypton, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “a the Stockholder” for all purposes of this Agreement; provided, however, that no such transfer Transfer shall relieve such Stockholder from its obligations under this Agreement with respect to any Subject Shares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which such Stockholder retains its Subject Shares and the sole right to vote, dispose of and exercise dissenters’ ' rights with respect to and dispose of its Subject Shares during the Applicable Period; , provided that no such transaction shall (x) in any way limit any of the obligations of such Stockholder under this Agreement, or (y) have any adverse effect on the ability of the Stockholders Stockholder to perform their its obligations under this Agreement.

No Transfers. Except as provided in the last sentence of this Section 3(b), such The Stockholder hereby agrees not to, and to cause any record holder of its Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer sell, assign, transfer (including by operation of Law), pledge, dispose of or otherwise encumber, or otherwise agree to do any of the foregoing (each, a “Transfer”) in respect of any of the Stockholder’s Covered Shares, (ii) deposit any of the Stockholder’s Covered Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (iii) enter into any agreement, option or other arrangement or undertaking with respect to the direct or indirect sale, assignment, transfer (including by operation of Law) or other disposition by the Stockholder of any profit sharing arrangementof the Stockholder’s Covered Shares or (iv) take any action that would make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing the Stockholder’s obligations hereunder, except, in each case, pursuant to, or in furtherance of, the Transactions; provided, however, that the Stockholder may transfer any of the Stockholder’s Covered Shares to any Permitted Transferee; provided, further, that prior to and as a condition to the effectiveness of such Transfer, each Person to whom any of the Stockholder’s Covered Shares or any interest in any of such Covered Shares is or may be transferred shall have executed and delivered to Acquiror a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement. Any Transfer of any Covered Shares in violation of any provision of this Agreement shall be void ab initio and of no force or effect. “Permitted Transferee” shall mean (a) with respect to the Transfer ofany Person that is an individual, any member of its Subject Shares (or such individual’s immediate family and/or any interest therein) to any Persontrust, other than the exchange of its Subject Shares for Parent Common Stock in accordance with the Merger Agreement or (ii) grant any proxiespartnership, limited liability company, or deposit other similar estate planning vehicle that such individual controls and the beneficiaries of which are only such individual or such individual’s immediate family, and any other transferee who receives Covered Shares by will or the Laws of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, descent and distribution; and (b) with respect to its Subject any other Person, any Affiliate of such Person. Without limiting the foregoing, nothing in this Agreement shall limit the right of the Stockholder, or obligate or require the Stockholder to, exercise an option to purchase any Company Shares, other than pursuant to . In furtherance of this Agreement, the Stockholder hereby authorizes the Company to enter, or cause its transfer agent to enter, a stop transfer order with respect to all of the Stockholder’s Covered Shares with respect to any Transfer not permitted hereunder. Subject In the event that the Stockholder intends to the last sentence of this Section 3(b), such Stockholder further agrees not to commit or agree to take, and to cause any record holder undertake a Permitted Transfer of any of its Subject Shares not to commit or agree to takethe Stockholder’s Covered Shares, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, such Stockholder shall have provide notice thereof to Acquiror and shall authorize the right Company to, or authorize the Company to (a) Transfer instruct its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parenttransfer agent to, (i) lift any stop transfer order in respect of the Stockholder’s Covered Shares to accept be so Transferred in order to effect such Subject Shares subject Permitted Transfer only upon certification by Acquiror (which shall not be unreasonably withheld, conditioned or delayed) that the written agreement to be entered into by the terms and conditions of this Agreement, and (ii) transferee agreeing to be bound by this Agreement as if it were “a Stockholder” for all purposes of this Agreement; provided, however, that no such pursuant to Section 6(b) hereof is satisfactory to Acquiror and (ii) re-enter any stop transfer shall relieve such Stockholder from its obligations under this Agreement with order in respect to any Subject Shares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which such Stockholder retains the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period; provided that no such transaction shall (x) in any way limit any of the obligations of such Stockholder under this Agreement, or (y) have any adverse effect on the ability Stockholder’s Covered Shares to be so Transferred upon completion of the Stockholders to perform their obligations under this AgreementPermitted Transfer.

No Transfers. (a) Except as provided set forth in the last sentence of this Section 3(b)Agreement, such Stockholder agrees not toshall not, and to cause without the prior written consent of Parent (which may be withheld for any record holder of its Subject Sharesreason or for no reason), not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer grant any proxies or enter into any agreementvoting trust, power-of-attorney or other agreement or arrangement with respect to the voting of any Shares, other than any proxies, voting trusts or voting agreements or arrangements that are not inconsistent and could not reasonably be expected to interfere in any manner with the voting obligations of such Stockholder contained in this Agreement or the agreements made or proxy granted to Parent under this Agreement, or (ii) sell, assign, transfer, hypothecate, pledge, encumber, permit the creation of a lien upon, or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) (any of the foregoing, a “Transfer”), or enter into any contract, option, hedging, derivative transaction or other arrangement or understanding with respect to the direct or indirect Transfer of, any Shares or any right, title or interest therein or related thereto. Without limiting the foregoing, as a condition to any consent of Parent to any of the actions described in clause (i) or (ii) above, (x) the person receiving the proxy or entering into any voting trust, power-of-attorney or other agreement or arrangement with respect to any voting of any Shares during the term of this Agreement or (y) the transferee in respect of such Transfer or who receives the rights under any contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the direct or indirect Transfer of, of any of its Subject Shares (or any interest therein) to any Person, other than the exchange of its Subject Shares for Parent Common Stock in accordance with the Merger Agreement or (ii) grant any proxies, or deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), such Stockholder further agrees not to commit or must agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, such Stockholder shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner an instrument reasonably acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as a Stockholder hereunder. Notwithstanding the foregoing, with the prior written consent of Parent (which may not be unreasonably withheld, conditioned or delayed), a Stockholder may Transfer its Shares to any controlled affiliate thereof, or, in the case of a Stockholder who is an individual, to a family member (not more remote than a first cousin) or to a trust solely for estate planning purposes, if it were “a Stockholder” for all purposes of this Agreement; providedsuch affiliate transferee, howeveror family member or trustee, that no such transfer shall relieve such Stockholder from its obligations under as the case may be, agrees in writing, in an instrument reasonably acceptable to Parent, to be bound by this Agreement with respect to any Subject Shares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which such Stockholder retains the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period; provided that no such transaction shall (x) in any way limit any of the obligations of such Stockholder under this Agreement, or (y) have any adverse effect on the ability of the Stockholders to perform their obligations under this Agreementhereunder.

No Transfers. Except as provided in Notwithstanding any provision of the last sentence of this Section 3(b)Elk Hills Power Agreements to the contrary, such Stockholder agrees Ares shall not, and shall cause its Affiliates not to, and to cause any record holder of its Subject Sharessell, not toresell, in any such case reallocate, use, pledge, assign, transfer, hypothecate, participate, donate or otherwise encumber or dispose of, directly or indirectlyindirectly (including through derivatives, during the Applicable Period (i) Transfer or enter into any agreementoptions, option swaps, pledges, forward sales or other arrangement transactions) (including each, a “Transfer”) the Ares Interests at any profit sharing arrangement) with respect time prior to the Transfer ofearlier of (a) December 31, any 2021 and (b) the effectiveness of its Subject Shares (the Plan or any interest therein) to any Personan Eligible Plan, other than without the exchange prior written consent of its Subject Shares for Parent Common Stock in accordance with the Merger Agreement or (ii) grant any proxies, or deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), such Stockholder further agrees not to commit or agree to takeCRC, and any purported Transfer without CRC’s prior written consent shall be null and void ab initio. This Section 2.5 shall not apply to cause any record holder Transfers to Affiliates of any of its Subject Shares not Ares upon prior written notice to commit or agree to take, any of the foregoing actions during the Applicable PeriodCRC. Notwithstanding the foregoing, such Stockholder shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent, (i) such Affiliates must agree to accept such Subject Shares subject to (x) be bound by the terms and conditions of this Agreement, the RSA and the LLC Agreement (as amended by the LLC Agreement Amendment) and (y) promptly notify CRC, and to promptly transfer back the Ares Interests to Ares, in the event that such Affiliate ceases to be an Affiliate of Ares, (ii) notice to, or consent from, one of the Ares Entities shall be deemed to be bound by this Agreement as if it were “a Stockholder” for notice to, or consent from, all purposes of this Agreement; provided, however, that no such transfer shall relieve such Stockholder from its obligations under this Agreement with respect to any Subject Shares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which such Stockholder retains the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period; provided that no such transaction shall (x) in any way limit any of the Ares Entities, and (iii) the Ares Entities will be fully liable for any breach by such Affiliate of the Ares Entities’ respective obligations of such Stockholder under pursuant to this Agreement, or the RSA and the LLC Agreement (y) have as amended by the LLC Agreement Amendment). For the avoidance of doubt, any adverse effect on Transfer of Ares Interests made in accordance with the ability Elk Hills Power Agreements prior to the date of the Stockholders to perform their obligations under this Agreement.Agreement shall not be considered a breach of this Section 2.5. -11-

No Transfers. Except as provided in the last sentence of this Section 3(b)Each Holder, such Stockholder agrees severally and not tojointly, and to cause any record holder of its Subject Shares, not to, in any such case directly or indirectlyagree that, during the Applicable Period (i) Transfer or enter into any agreementVoting Period, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer ofsuch Holder shall not, any of and shall cause its Subject Shares (or any interest therein) to any Person, other than the exchange of its Subject Shares for Parent Common Stock in accordance with the Merger Agreement or (ii) grant any proxies, or deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject SharesAffiliates not to, other than pursuant to this Agreement. Subject to , the last sentence of this Section 3(b)Merger Agreement or the Transactions, such Stockholder further agrees not to commit or agree to take, without the Purchaser’s and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, such Stockholder shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to ParentCompany’s prior written consent, (i) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Subject Shares; (ii) grant any proxies or powers of attorney with respect to accept such any or all of the Subject Shares subject (other than a proxy granted to a representative of such Holder to attend and vote at a meeting which is voted in accordance with this Agreement); (iii) permit to exist any lien of any nature whatsoever (other than those imposed by the terms and conditions of Merger Agreement, this Agreement, and the other Ancillary Documents, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof) with respect to any or all of the Subject Shares; or (iiiv) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting in any material respect such Holder’s ability to be bound by this Agreement as if it were “a Stockholder” for all purposes of this Agreement; provided, however, that no such transfer shall relieve such Stockholder from perform its obligations under this Agreement with respect to Agreement. The Company hereby agrees that it shall not permit any Subject Shares or (b) Transfer its of the Subject Shares in a transactionviolation of this Agreement. Such Holder agrees with, and covenants to, the Purchaser and the Company that such as a hedging Holder shall not request that the Company register the Transfer (book-entry or derivative transaction, with respect to which such Stockholder retains the sole right to vote, dispose otherwise) of and exercise dissenters’ rights with respect to its any certificate or uncertificated interest representing any Subject Shares during the Applicable Period; provided that no such transaction shall (x) in any way limit any Voting Period without the prior written consent of the obligations of Purchaser and the Company, and the Company hereby agrees that it shall not effect any such Stockholder under this Agreement, or (y) have any adverse effect on the ability of the Stockholders to perform their obligations under this AgreementTransfer.

No Transfers. Except as specifically provided in this subsection (f), no legal or beneficial holder of Redeemable Institutional Preferred Shares may transfer, gift, sell or assign any Redeemable Institutional Preferred Share or interests therein, legal or equitable, whether now owned or hereafter acquired, or authorize, permit or suffer any such transfer, gift, sale or assignment. Any attempted transfer, gift, sale or assignment of Redeemable Institutional Preferred Shares or any interest therein not in compliance with this subsection (f) will be null and void ab initio as against the last sentence Corporation and all other persons, including but not limited to the transferor and transferee. Without limiting the generality of the foregoing, no transfer, gift, sale or assignment will be permitted or recognized, even if permitted by any other provision of this Section 3(bsubsection (f), unless each of the following conditions is satisfied in the judgment of, or waived in writing by, the Board of Directors in its discretion: (A) the transferor complies with all of the applicable provisions of this subsection (f); (B) the transferor and transferee each execute, acknowledge and deliver to the Corporation such Stockholder agrees not toinstruments of transfer, assignment and to cause any record holder of its Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) assumption with respect to the Transfer ofsuch transfer and such other instruments, any of its Subject Shares (or any interest therein) to any Person, other than the exchange of its Subject Shares for Parent Common Stock in accordance with the Merger Agreement or (ii) grant any proxies, or deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), such Stockholder further agrees not to commit or agree to takeacknowledgements and documents as may be reasonably deemed necessary by, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, such Stockholder shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance reasonably satisfactory to, the Corporation to Parentestablish or evidence compliance with the provisions of this subsection (f); (C) the Corporation shall have received, at the expense of the parties to the transfer, an opinion of counsel of the Corporation (ior other counsel acceptable to counsel of the Corporation) to accept the effect that such Subject Shares subject to transfer is exempt from registration under the terms and conditions Securities Act of this Agreement1933, as amended, and (ii) to be bound by this Agreement as if it were “a Stockholder” for is in compliance with all purposes of this Agreementapplicable federal and state securities laws and regulations; provided, however, that no the Board of Directors, in its sole discretion, may waive such opinion requirement; and (D) the transfer shall relieve such Stockholder from its does not cause any breach or violation of, cause an event of default under, or result in acceleration of maturity of any indebtedness or other obligations under this Agreement with respect to under, any Subject Shares contract, note, mortgage, loan or (b) Transfer its Subject Shares in a transaction, such as a hedging other instrument or derivative transaction, with respect document to which such Stockholder retains the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period; provided that no such transaction shall (x) in any way limit Corporation or any of the obligations its subsidiaries is a party or by which any of such Stockholder under this Agreement, its or (y) have any adverse effect on the ability of the Stockholders to perform their obligations under this Agreementassets or properties is bound.

No Transfers. Except as provided in Save for any grant or exercise of options pursuant to the last sentence of this Section 3(btrue-up policy under the Company Stock Incentive Plan or any other share incentive schemes, each Holder and Affiliate Holder agrees that during the Voting Period it shall not without Parent’s prior written consent, (A) offer for sale, sell (including short sales), such Stockholder agrees not totransfer, and to cause any record holder tender, pledge, encumber, assign or otherwise dispose of its Subject Shares(including by gift) (collectively, not toa “Transfer”), in any such case directly or indirectly, during the Applicable Period (i) Transfer or enter into any agreementcontract, option option, derivative, hedging or other agreement or arrangement or understanding (including any profit profit-sharing arrangement) with respect to the to, or consent to, a Transfer of, any or all of its Subject the Shares; (B) grant any proxies or powers of attorney with respect to any or all of the Shares (or any interest therein) to any Person, other than pursuant to the exchange terms of its Subject Shares for Parent Common Stock in accordance with this Agreement); (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, the Merger Agreement or (iiapplicable securities Laws, as in effect on the date hereof) grant any proxies, or deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), such Stockholder further agrees not to commit any or agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any all of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, such Stockholder shall Shares; or (D) take any action that would have the right effect of preventing, impeding, interfering with or adversely affecting Holder’s or any Affiliate Holder’s ability to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “a Stockholder” for all purposes of this Agreement; provided, however, that no such transfer shall relieve such Stockholder from perform its obligations under this Agreement with respect to Agreement. The Company hereby agrees that it shall not permit any Subject Shares or (b) Transfer its Subject of the Shares in a transactionviolation of this Agreement. Holder agrees with, such as a hedging and covenants to, and shall cause each Affiliate Holder to agree with and covenant to, Parent that neither Holder or derivative transaction, with respect to which such Stockholder retains any Affiliate Holder shall request that the sole right to vote, dispose Company register the Transfer (book-entry or otherwise) of and exercise dissenters’ rights with respect to its Subject any certificate or uncertificated interest representing any Shares during the Applicable Period; provided term of this Agreement in breach of this clause without the prior written consent of Parent, and the Company hereby agrees that no it shall not effect any such transaction shall (x) in any way limit any of the obligations of such Stockholder under this Agreement, or (y) have any adverse effect on the ability of the Stockholders to perform their obligations under this AgreementTransfer.

No Transfers. Except as provided for in Article III, Section 8.1, Section 8.11 and for Permitted Transfers, each Stockholder hereby agrees that, from the last sentence date hereof until the consummation of this Section 3(b)the Merger or the termination of the Merger Agreement, such Stockholder agrees not tohe, and to cause any record holder of its Subject Sharesshe or it shall not, not to, in any such case directly or indirectly, during (a) sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of, including by entering into a total return swap or other derivative or contractual arrangement that transfers the Applicable Period (i) Transfer economic benefits or burdens associated therewith, any Covered Shares, or to enter into any agreementContract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the Transfer ofsale, transfer, assignment, pledge, Lien, hypothecation or similar disposition of (by merger or otherwise), any Covered Shares, except in connection with cashless exercises or similar transactions (including, in respect of its Subject Shares tax withholding) pursuant to the exercise of the Company Stock Options or settlement of other awards or obligations outstanding as of the date hereof, (or any interest thereinb) to any Person, other than the exchange of its Subject Shares for Parent Common Stock in accordance with the Merger Agreement or (ii) grant any proxies, or deposit any of its Subject Covered Shares into any a voting trust or enter into any voting arrangement, whether by proxy, a voting agreement or otherwise, arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, or (c) agree (whether or not in writing) to its Subject Sharestake any actions inconsistent with the foregoing clause (a) or (b) during the term of this Agreement; provided that, each Stockholder shall be permitted to transfer such Stockholder’s Covered Shares by operation of law in a merger or consolidation in which the Company is a participating company. Permitted Transfers shall mean transfers to (i) an affiliated entity so long as the transferring Stockholder (together with the other Stockholders and Permitted Transferees) owns at least 80% or, if any such minority stakeholders are reasonably acceptable to Parent, 60% of the economic interest in, and maintains sole voting power with respect to, such entity, (ii) immediate family members; (iii) estate-planning vehicles, (iv) in the case of a Stockholder’s death, such Stockholder’s personal representative, heirs and legatees and (v) following an event of default thereunder, pursuant to the DB Loan. Any such transferee of a Permitted Transfer (other than pursuant to this Agreement. Subject clause (v) above until such time as agreement has been obtained from the DB Lender pursuant to the last sentence of this Section 3(b), such Stockholder further agrees not 8.11) will be required to commit or agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, such Stockholder shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writingagree, in a manner form reasonably acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “a Stockholder” for Agreement, the Voting Trust and all purposes of this Agreement; provided, however, that no such transfer shall relieve such Stockholder from its obligations under this Agreement with respect to any Subject Shares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which such Stockholder retains the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period; provided that no such transaction shall (x) in any way limit any of the obligations of such Stockholder under this Agreement, or (y) have any adverse effect on the ability of provisions applicable to the Stockholders to perform their obligations under this Agreementhereunder.

No Transfers. Except During the Restricted Period and without the prior written consent of the Company (which the Company may withhold in its sole discretion), Mx. Xxxxxx shall not “Transfer” (as provided defined below) any shares of common stock of the Company owned by Mx. Xxxxxx as of the date of this Agreement or acquired by Mx. Xxxxxx upon the exercise of the right contained in Section 6.2 of this Agreement (collectively, the “Owned Shares”), the “beneficial ownership” (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the Owned Shares, or any other interest in the last sentence of this Section 3(b), such Stockholder agrees not to, and to cause any record holder of its Subject Shares, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer or Owned Shares nor enter into any agreement, arrangement or understanding with any Person with respect to any Transfer of the Owned Shares. Any Transfer in violation of this Section 5 shall be void ab initio. Without the prior written consent of the Company (which the Company may withhold in its sole discretion), Mx. Xxxxxx shall not request the Company or its transfer agent to transfer (book-entry or otherwise) any certificate or uncertificated interest representing any of the Owned Shares and hereby consents to the entry of stop transfer instructions by the Company of any transfer of the Owned Shares. In the event of a stock split, stock dividend, or distribution, or any change in the common stock of the Company by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, reincorporation, exchange of shares or the like, the term “Owned Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction. For purposes of this Section 5, “Transfer” means, directly or indirectly, to sell, transfer, assign, encumber, hypothecate, or similarly dispose of (by merger, by tendering into any tender or exchange offer, by operation of law or otherwise), or to enter into any contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the Transfer ofvoting of or sale, any transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of its Subject Shares (or any interest therein) to any Personby merger, other than the exchange of its Subject Shares for Parent Common Stock in accordance with the Merger Agreement or (ii) grant any proxies, or deposit any of its Subject Shares by tendering into any voting trust tender or enter into any voting arrangementexchange offer, whether by proxy, voting agreement operation of law or otherwise, with respect to its Subject Shares, other than pursuant to this Agreement. Subject to the last sentence of this Section 3(b), such Stockholder further agrees not to commit or agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, such Stockholder shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “a Stockholder” for all purposes of this Agreement; provided, however, that no such transfer shall relieve such Stockholder from its obligations under this Agreement with respect to any Subject Shares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which such Stockholder retains the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period; provided that no such transaction shall (x) in any way limit any of the obligations of such Stockholder under this Agreement, or (y) have any adverse effect on the ability of the Stockholders to perform their obligations under this Agreement.

No Transfers. (a) Except as provided in pursuant to the last sentence terms of this Section 3(b)Agreement, such Stockholder agrees not toshall not, and to cause any record holder without the prior written consent of its Subject SharesParent or Merger Sub which may be withheld in their sole discretion, not to, in any such case directly or indirectly, during the Applicable Period (i) Transfer grant any proxies or enter into any agreementvoting trust or other agreement or arrangement with respect to the voting of any Subject Shares, (ii) voluntarily take any action that would or is reasonably likely to (A) make any representation or warranty contained herein untrue or incorrect in any material respect or (B) have the effect in any material respect of preventing such Stockholder from performing its obligations under this Agreement or (iii) sell, assign, transfer, pledge, encumber, distribute, gift or otherwise dispose of (including by merger or otherwise by operation of law) (collectively , a “Transfer”) or enter into any contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the any Transfer of, of any of its Subject Shares (or any interest therein) during the term of this Agreement except for Transfers solely for estate planning purposes to any Person, other than person or entity who becomes party to and bound by the exchange terms of its Subject Shares for Parent Common Stock in accordance with the Merger this Agreement or (ii) grant any proxies, or deposit any of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Shares, other than pursuant to this Agreementas a Stockholder. Subject to the last sentence For purposes of this Section 3(b)3.01, such Stockholder further agrees not to commit the term “sell” or agree to take, and to cause “sale” or any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, such Stockholder derivatives thereof shall have the right to (a) Transfer its Subject Shares to an Affiliate if and only if such Affiliate shall have agreed in writing, in a manner acceptable in form and substance to Parent, include (i) to accept such Subject Shares subject to the terms and conditions a sale, Transfer or disposition of this Agreementrecord or beneficial ownership, or both and (ii) to be bound by this Agreement as if it were “a Stockholder” for all purposes of this Agreement; provided, however, that no such transfer shall relieve such Stockholder from its obligations under this Agreement short sale with respect to any Subject Shares Common Stock or (b) Transfer its Subject Shares in a transactionsubstantially identical property, such as a hedging entering into or acquiring an offsetting derivative transaction, contract with respect to which such Stockholder retains Common Stock or substantially identical property, entering into or acquiring a futures or forward contract to deliver Common Stock or substantially identical property or entering into any transaction that has the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period; provided that no such transaction shall (x) in any way limit same effect as any of the obligations of such Stockholder under this Agreementforegoing. The Stockholders further agree that they shall fully cooperate with Parent, or (y) have any adverse as and to the extent reasonably requested by Parent, to effect on the ability of transactions contemplated hereby including the Stockholders to perform their obligations under this AgreementOffer and the Merger.

No Transfers. Except Each Holder agrees that, prior to the Termination Date, except as provided in contemplated by this Agreement, the last sentence of this Section 3(b)Merger Agreement or any other Transaction Document, such Stockholder agrees it shall not, and shall cause its Affiliates not to, and to cause any record holder of without Landcadia’s prior written consent (which consent may be given or withheld by Landcadia in its Subject Shares, not to, in any such case sole discretion): (i) directly or indirectly, during the Applicable Period offer for sale, sell (i) Transfer including short sales), transfer, tender, pledge, convert, encumber, assign or otherwise dispose of (including by gift, merger, tendering into any tender offer or exchange offer or otherwise), either voluntarily or involuntarily (collectively, a “Transfer”), or enter into any agreementcontract, option option, derivative, hedging or other agreement or arrangement or understanding (including any profit profit-sharing arrangement) with respect to the to, or consent to, a Transfer of, any or all of its Subject Shares (or any interest therein) to any Person, other than the exchange of its Subject Shares for Parent Common Stock in accordance with the Merger Agreement or Covered Shares; (ii) grant any proxies, proxies or deposit any powers of its Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, attorney with respect to its Subject Shares, any or all of the Covered Shares (except in connection with voting by proxy at a meeting of stockholders of Xxxxxxx as contemplated by Section 1 of this Agreement); (iii) permit to exist any Lien with respect to any or all of the Covered Shares other than pursuant to those created by this Agreement. Subject to the last sentence of this Section 3(b), such Stockholder further agrees not to commit or agree to take, and to cause any record holder of any of its Subject Shares not to commit or agree to take, any of the foregoing actions during the Applicable Period. Notwithstanding the foregoing, such Stockholder this Section 3.1 shall have the right to (a) not prohibit a Transfer its Subject of Covered Shares by any Holder to an Affiliate if and of such Holder; provided that such Transfer shall be permitted only if if, prior to or in connection with such Affiliate shall have agreed Transfer, the transferee agrees in writing, in a manner acceptable reasonably satisfactory in form and substance to ParentLandcadia, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement, and (ii) to be bound by this Agreement as if it were “a Stockholder” for assume all purposes of this Agreement; provided, however, that no such transfer shall relieve such Stockholder from its obligations under this Agreement with respect to any Subject Shares or (b) Transfer its Subject Shares in a transaction, such as a hedging or derivative transaction, with respect to which such Stockholder retains the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period; provided that no such transaction shall (x) in any way limit any of the obligations of such Stockholder Holder hereunder and to be bound by the terms of this Agreement; provided further that any Transfer permitted under this Agreement, or (y) have any adverse effect on Section 3.1 shall not relieve the ability Holder of the Stockholders to perform their its obligations under this Agreement. Any transfer in violation of this Section 3.1 shall be null and void ab initio.