Common use of Transfer and Encumbrance Clause in Contracts

Transfer and Encumbrance. Shareholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New Shares, in each case without the prior written consent of Qumu; provided, that nothing contained herein shall prohibit (a) the net settlement of Shareholder’s options to purchase shares of Synacor Common Stock (to pay the exercise price thereof and any tax withholding obligations), (b) the net settlement of Shareholder’s restricted stock units settled in shares of Synacor Common Stock (to pay any tax withholding obligations), (c) the exercise of Shareholder’s options to purchase shares of Synacor Common Stock, to the extent such options would expire prior to the Effective Time, (d) the exercise of Shareholder’s options to purchase shares of Synacor Common Stock or the receipt upon settlement of Shareholder’s restricted stock units, and the sale of a sufficient number of such shares of Synacor Common Stock acquired upon exercise of such options or settlement of such restricted stock units 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 Shareholder as a result of such exercise or settlement, (e) such Shareholder from selling Shares under any written plan providing for the trading of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) that is described on the signature page hereto or which is put in place after the date hereof in order to replace an expired or expiring 10b5-1 Plan (provided, that any such 10b5-1 Plan shall be implemented in accordance with the requirements of Synacor’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and on substantially consistent terms as the expired or expiring 10b5-1 Plan, except as may be required to implement additional sales pursuant to the foregoing clause (d)), (f) any Transfer where such Shareholder retains sole direct and indirect voting control over such Shares or New Shares through the term of this Agreement, (g) any Transfer to an Affiliate of Shareholder, or (h) if Shareholder is an individual, (i) to any member of Shareholder’s immediate family or to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family or (ii) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar law; provided, however, that in the case of the foregoing clauses (g) or (h)(i), any such Transfer shall only be permitted if and to the extent that the transferee of such Shares or New Shares agrees to be bound by and subject to the terms and provisions hereof to the same effect as the transferring Shareholder. Shareholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.

Transfer and Encumbrance. Shareholder Stockholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New SharesShares (as defined in Section 2 hereof), or to discuss, negotiate, or make any offer or agreement relating thereto, other than to or with Rentrak, in each case without the prior written consent of QumuRentrak; provided, that nothing contained herein shall prohibit (ai) the net settlement of ShareholderStockholder’s options to purchase shares of Synacor comScore Common Stock (to pay the exercise price thereof and any tax withholding obligations), (bii) the net settlement of ShareholderStockholder’s restricted stock units (including performance-based restricted stock units) settled in shares of Synacor comScore Common Stock (to pay any tax withholding obligations), (ciii) the exercise of ShareholderStockholder’s options to purchase shares of Synacor comScore Common Stock, to the extent such options would expire prior to the Effective Time, (div) the exercise of ShareholderStockholder’s options to purchase shares of Synacor comScore Common Stock or the receipt upon settlement of ShareholderStockholder’s restricted stock units, and the sale of a sufficient number of such shares of Synacor comScore Common Stock acquired upon exercise of such options or settlement of such restricted stock units 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 Shareholder Stockholder as a result of such exercise or settlement, (ev) such Shareholder from selling Shares under any if the Stockholder is a party, as of the date hereof, to a written plan providing for trading the trading of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) that is described on the signature page hereto or which is put in place after the date hereof in order ), such Stockholder from selling pursuant to replace an expired or expiring 10b5-1 Plan (provided, that any such 10b5-1 Plan shall up to that number of Shares as are permitted to be implemented in accordance with the requirements of Synacor’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and on substantially consistent terms as the expired or expiring sold under such 10b5-1 Plan, except as may be required or (vi) if such Stockholder is not an individual, the Transfer of Shares and New Shares to implement additional sales pursuant to an Affiliate of such Stockholder and the foregoing clause (d)), (f) any Transfer where such Shareholder retains sole direct and indirect voting control over such of Shares or New Shares through the term by any such affiliate to any other affiliate of such Stockholder, provided that any such affiliate shall have signed a counterpart of or joinder to this Agreement, (g) any Transfer to an Affiliate of Shareholder, or (h) if Shareholder is an individual, (i) to any member of Shareholder’s immediate family or to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family or (ii) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar law; provided, however, that in the case of the foregoing clauses (g) or (h)(i), any such Transfer shall only be permitted if and to the extent that the transferee of such Shares or New Shares agrees to be bound by and subject to the terms and provisions hereof to the same effect as the transferring Shareholder. Shareholder Stockholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.

Transfer and Encumbrance. Shareholder Stockholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New Shares, in each case without the prior written consent of QumuHortonworks; provided, that nothing contained herein shall prohibit (a) the net settlement of ShareholderStockholder’s options to purchase shares of Synacor Cloudera Common Stock (to pay the exercise price thereof and any tax withholding obligations), (b) the net settlement of ShareholderStockholder’s restricted stock units (including performance-based restricted stock units) settled in shares of Synacor Cloudera Common Stock (to pay any tax withholding obligations), (c) the exercise of ShareholderStockholder’s options to purchase shares of Synacor Cloudera Common Stock, to the extent such options would expire prior to the Effective Time, (d) the exercise of ShareholderStockholder’s options to purchase shares of Synacor Cloudera Common Stock or the receipt upon settlement of ShareholderStockholder’s restricted stock units, and the sale of a sufficient number of such shares of Synacor Cloudera Common Stock acquired upon exercise of such options or settlement of such restricted stock units 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 Shareholder Stockholder as a result of such exercise or settlement, (e) such Shareholder Stockholder from selling Shares under any written plan providing for the trading of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) that is described on the signature page hereto or which is put in place after the date hereof in order to replace an expired or expiring 10b5-1 Plan (provided, that any such 10b5-1 Plan shall be implemented in accordance with the requirements of SynacorCloudera’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and on substantially consistent terms as the expired or expiring 10b5-1 Plan, except as may be required to implement additional sales pursuant to the foregoing clause (d)), (f) any Transfer where such Shareholder Stockholder retains sole direct and indirect voting control over such Shares or New Shares through the term of this Agreement, (g) any Transfer to an Affiliate of ShareholderStockholder, or (h) if Shareholder Stockholder is an individual, (i) to any member of ShareholderStockholder’s immediate family or to a trust for the benefit of Shareholder Stockholder or any member of ShareholderStockholder’s immediate family or (ii) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar law; provided, however, that in the case of the foregoing clauses (g) or (h)(i), any such Transfer shall only be permitted if and to the extent that the transferee of such Shares or New Shares agrees to be bound by and subject to the terms and provisions hereof to the same effect as the transferring ShareholderStockholder. Shareholder Stockholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.

Transfer and Encumbrance. Shareholder Stockholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New Shares, in each case without the prior written consent of QumuCloudera; provided, that nothing contained herein shall prohibit (a) the net settlement of ShareholderStockholder’s options to purchase shares of Synacor Hortonworks Common Stock (to pay the exercise price thereof and any tax withholding obligations), (b) the net settlement of ShareholderStockholder’s restricted stock units (including performance-based restricted stock units) settled in shares of Synacor Hortonworks Common Stock (to pay any tax withholding obligations), (c) the exercise of ShareholderStockholder’s options to purchase shares of Synacor Hortonworks Common Stock, to the extent such options would expire prior to the Effective Time, (d) the exercise of ShareholderStockholder’s options to purchase shares of Synacor Hortonworks Common Stock or the receipt upon settlement of ShareholderStockholder’s restricted stock units, and the sale of a sufficient number of such shares of Synacor Hortonworks Common Stock acquired upon exercise of such options or settlement of such restricted stock units 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 Shareholder Stockholder as a result of such exercise or settlement, (e) such Shareholder Stockholder from selling Shares under any written plan providing for the trading of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) that is described on the signature page hereto or which is put in place after the date hereof in order to replace an expired or expiring 10b5-1 Plan (provided, that any such 10b5-1 Plan shall be implemented in accordance with the requirements of Synacor’s Hortonworks’ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and on substantially consistent terms as the expired or expiring 10b5-1 Plan, except as may be required to implement additional sales pursuant to the foregoing clause (d)), (f) any Transfer where such Shareholder Stockholder retains sole direct and indirect voting control over such Shares or New Shares through the term of this Agreement, (g) any Transfer to an Affiliate of ShareholderStockholder, or (h) if Shareholder Stockholder is an individual, (i) to any member of ShareholderStockholder’s immediate family or to a trust for the benefit of Shareholder Stockholder or any member of ShareholderStockholder’s immediate family or (ii) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar law; provided, however, that in the case of the foregoing clauses (g) or (h)(i), any such Transfer shall only be permitted if and to the extent that the transferee of such Shares or New Shares agrees to be bound by and subject to the terms and provisions hereof to the same effect as the transferring ShareholderStockholder. Shareholder Stockholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.

Transfer and Encumbrance. Shareholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New SharesShares (as defined in Section 2 hereof), or to discuss, negotiate, or make any offer or agreement relating thereto, other than to or with comScore, in each case without the prior written consent of QumucomScore; provided, that nothing contained herein shall prohibit (ai) the net settlement of Shareholder’s options to purchase shares of Synacor Rentrak Common Stock (to pay the exercise price thereof and any tax withholding obligations), (bii) the net settlement of Shareholder’s restricted stock units (including performance-based restricted stock units) settled in shares of Synacor Rentrak Common Stock (to pay any tax withholding obligations), (ciii) the exercise of Shareholder’s options to purchase shares of Synacor Rentrak Common Stock, to the extent such options would expire prior to the Effective Time, (div) the exercise of Shareholder’s options to purchase shares of Synacor Rentrak Common Stock or the receipt upon settlement of Shareholder’s restricted stock units, and the sale of a sufficient number of such shares of Synacor Rentrak Common Stock acquired upon exercise of such options or settlement of such restricted stock units 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 Shareholder as a result of such exercise or settlement, (ev) such if the Shareholder from selling Shares under any is a party, as of the date hereof, to a written plan providing for trading the trading of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) that is described on the signature page hereto or which is put in place after the date hereof in order ), such Shareholder from selling pursuant to replace an expired or expiring 10b5-1 Plan (provided, that any such 10b5-1 Plan shall up to that number of Shares as are permitted to be implemented in accordance with the requirements of Synacor’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and on substantially consistent terms as the expired or expiring sold under such 10b5-1 Plan, except as may be required or (vi) if such Stockholder is not an individual, the Transfer of Shares and New Shares to implement additional sales pursuant to the foregoing clause (d)), (f) any Transfer where an Affiliate of such Shareholder retains sole direct and indirect voting control over such the Transfer of Shares or New Shares through the term by any such Affiliate to any other Affiliate of such Shareholder, provided that any such Affiliate shall have signed a counterpart of or joinder to this Agreement, (g) any Transfer to an Affiliate of Shareholder, or (h) if Shareholder is an individual, (i) to any member of Shareholder’s immediate family or to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family or (ii) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar law; provided, however, that in the case of the foregoing clauses (g) or (h)(i), any such Transfer shall only be permitted if and to the extent that the transferee of such Shares or New Shares agrees to be bound by and subject to the terms and provisions hereof to the same effect as the transferring Shareholder. Shareholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.

Transfer and Encumbrance. Shareholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New Shares, in each case without the prior written consent of QumuSynacor; provided, that nothing contained herein shall prohibit (a) the net settlement of Shareholder’s options to purchase shares of Synacor Qumu Common Stock (to pay the exercise price thereof and any tax withholding obligations), (b) the net settlement of Shareholder’s restricted stock units (including performance-based restricted stock units) settled in shares of Synacor Qumu Common Stock (to pay any tax withholding obligations), (c) the exercise of Shareholder’s options to purchase shares of Synacor Qumu Common Stock, to the extent such options would expire prior to the Effective Time, (d) the exercise of Shareholder’s options to purchase shares of Synacor Qumu Common Stock or the receipt upon settlement of Shareholder’s restricted stock units, and the sale of a sufficient number of such shares of Synacor Qumu Common Stock acquired upon exercise of such options or settlement of such restricted stock units 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 Shareholder as a result of such exercise or settlement, (e) such Shareholder from selling Shares under any written plan providing for the trading of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) that is described on the signature page hereto or which is put in place after the date hereof in order to replace an expired or expiring 10b5-1 Plan (provided, that any such 10b5-1 Plan shall be implemented in accordance with the requirements of SynacorQumu’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and on substantially consistent terms as the expired or expiring 10b5-1 Plan, except as may be required to implement additional sales pursuant to the foregoing clause (d)), (f) any Transfer where such Shareholder retains sole direct and indirect voting control over such Shares or New Shares through the term of this Agreement, (g) any Transfer to an Affiliate of Shareholder, or (h) if Shareholder is an individual, (i) to any member of Shareholder’s immediate family or to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family or (ii) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar law; provided, however, that in the case of the foregoing clauses (g) or (h)(i), any such Transfer shall only be permitted if and to the extent that the transferee of such Shares or New Shares agrees to be bound by and subject to the terms and provisions hereof to the same effect as the transferring Shareholder. Shareholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.

Transfer and Encumbrance. Shareholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New Shares, in each case without the prior written consent of Qumu; provided, that nothing contained herein shall prohibit (a) the net settlement of Shareholder’s options to purchase shares of Synacor Common Stock (to pay the exercise price thereof and any tax withholding obligations), (b) the net settlement of Shareholder’s restricted stock units settled in shares of Synacor Common Stock (to pay any tax withholding obligations), (c) the exercise of Shareholder’s options to purchase shares of Synacor Common Stock, to the extent such options would expire prior to the Effective Time, (d) the exercise of Shareholder’s options to purchase shares of Synacor Common Stock or the receipt upon settlement of Shareholder’s restricted stock units, and the sale of a sufficient number of such shares of Synacor Common Stock acquired upon exercise of such options or settlement of such restricted stock units 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 Shareholder as a result of such exercise or settlement, (e) such Shareholder from selling Shares under any written plan providing for the trading of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) that is described on the signature page hereto or which is put in place after the date hereof in order to replace an expired or expiring 10b5-1 Plan (provided, that any such 10b5-1 Plan shall be implemented in accordance with the requirements of Synacor’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and on substantially consistent terms as the expired or expiring 10b5-1 Plan, except as may be required to implement additional sales pursuant to the foregoing clause (d)), (f) any Transfer where such Shareholder retains sole direct and indirect voting control over such Shares or New Shares through the term of this Agreement, (g) any Transfer to an Affiliate of Shareholder, or (h) if Shareholder is an individual, (i) to any member of Shareholder’s immediate family or to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family or (ii) to any person or entity if and to the extent required by any non-non- consensual legal order, by divorce decree or by will, intestacy or other similar law; provided, however, that in the case of the foregoing clauses (g) or (h)(i), any such Transfer shall only be permitted if and to the extent that the transferee of such Shares or New Shares agrees to be bound by and subject to the terms and provisions hereof to the same effect as the transferring Shareholder. Shareholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.

Transfer and Encumbrance. Shareholder agrees, during (a) Immediately prior to the period beginning on the date hereof and ending on the Expiration Date Effective Time (as defined belowin the Merger Agreement), Shareholder was the beneficial owner of that number of shares of Target Capital Stock set forth on the signature page hereto (the "Shares") and, except as otherwise set forth on the signature page hereto, (i) held such Target Capital Stock at all times since the date set forth on such signature page, and (ii) did not acquire any shares of Target Capital Stock in contemplation of the Merger. These Shares constituted the Shareholder's entire interest in the outstanding Target Capital Stock. No other person or entity not a signatory to this Agreement had as of the Effective Time, or has a beneficial interest in or a right to acquire such Shares or any portion of such Shares (except, with respect to shareholders which are partnerships, partners of such shareholders). The Shares were at all times up until the Effective Time free and clear of any liens, claims, options, charges or other encumbrances. (b) In addition to any other restrictions set forth in this Shareholder's Agreement, Shareholder agrees not to transfer (except as may be specifically required by court order or by operation of law), sell, transfer, exchange, pledge or otherwise dispose of or encumber the shares of Acquiror, shares received by Shareholder pursuant to the Merger (collectivelyas defined below), “Transfer”or to make any offer or agreement relating thereto, at any time prior to the 180th day following the first day Acquiror Shares are listed for trading on EASDAQ if any shareholders of Acquiror are subject to the same restriction pursuant to any understanding arrangement relating to such EASDAQ listing, except such restriction shall not prohibit transfers by operations of law, or bona fide gifts to family members if Shareholder, to an affiliate of Shareholder (as such term is defined in Section 1.10 of the Merger Agreement), or to trusts established for the benefit of Shareholder's family members, so long as the transferees remain subject to the restrictions set forth herein. (c) any [FOR OFFICERS, DIRECTORS AND 5% STOCKHOLDERS OF TARGET:] [The undersigned Stockholder will not sell, exchange, transfer pledge, dispose of or otherwise reduce the undersigned Stockholder's risk relative to the Acquiror Shares or any New Sharespart thereof until such time after the Effective Time of the Merger as financial results covering at least thirty (30) days of the combined operations of Acquiror and Target after the Effective Time of the Merger have been, within the meaning of said Release No. 130, filed by Acquiror with the SEC or published by Acquiror in each case without an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q, a Current Report on Form 8-K, a quarterly earnings report, a press release or other public issuance that includes combined sales and net income of Target and Acquiror. Acquiror agrees to make such filing or publication as soon as practicable and to notify the prior written consent of Qumu; providedundersigned Stockholder promptly upon making such filing or publication. The undersigned has not, that nothing contained herein shall prohibit during the thirty (a30) the net settlement of Shareholder’s options to purchase shares of Synacor Common Stock (to pay the exercise price thereof and any tax withholding obligations), (b) the net settlement of Shareholder’s restricted stock units settled in shares of Synacor Common Stock (to pay any tax withholding obligations), (c) the exercise of Shareholder’s options to purchase shares of Synacor Common Stock, to the extent such options would expire day period prior to the Effective TimeTime of the Merger, sold, exchanged, transferred, pledged, disposed of or otherwise reduced the undersigned Stockholder's risk relative to the Acquiror Shares or any part thereof (d) the exercise including any disposition, within such period, of Shareholder’s Stockholder's shares of, or options to purchase shares of Synacor Common Stock or the receipt upon settlement of Shareholder’s restricted stock unitspurchase, and the sale of a sufficient number of such shares of Synacor Common Stock acquired upon exercise of such options or settlement of such restricted stock units 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 Shareholder as a result of such exercise or settlement, (e) such Shareholder from selling Shares under any written plan providing for the trading of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) that is described on the signature page hereto or which is put in place after the date hereof in order to replace an expired or expiring 10b5-1 Plan (provided, that any such 10b5-1 Plan shall be implemented in accordance with the requirements of Synacor’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and on substantially consistent terms as the expired or expiring 10b5-1 Plan, except as may be required to implement additional sales pursuant to the foregoing clause (d)), (f) any Transfer where such Shareholder retains sole direct and indirect voting control over such Shares or New Shares through the term of this Agreement, (g) any Transfer to an Affiliate of Shareholder, or (h) if Shareholder is an individual, (i) to any member of Shareholder’s immediate family or to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family or (ii) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar law; provided, however, that in the case of the foregoing clauses (g) or (h)(i), any such Transfer shall only be permitted if and to the extent that the transferee of such Shares or New Shares agrees to be bound by and subject to the terms and provisions hereof to the same effect as the transferring Shareholder. Shareholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereofTarget Capital Stock.]

Transfer and Encumbrance. Shareholder Stockholder agrees, during the period beginning on the date hereof and ending on the Expiration Date Date, not to Transfer (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New Shares, or any interest therein, or any economic or voting rights with respect thereto (including any rights decoupled from the underlying securities) or enter into any contract, option or other arrangement or understanding with respect thereto (including any voting trust or agreement and the granting of any proxy inconsistent with Stockholder’s obligations under this Agreement), in each case without the prior written consent of Qumueach Investor Seller; provided, that nothing contained herein shall prohibit (a) the net settlement of ShareholderStockholder’s options to purchase shares of Synacor Common Stock Purchaser Shares (to pay the exercise price thereof and any tax withholding obligations), (b) the net settlement of ShareholderStockholder’s restricted stock units (including performance-based restricted stock units) settled in shares of Synacor Common Stock Purchaser Shares (to pay any tax withholding obligations), (c) the exercise of ShareholderStockholder’s options to purchase shares of Synacor Common StockPurchaser Shares, to the extent such options would expire prior to the Effective TimeCompletion, (d) the exercise of ShareholderStockholder’s options to purchase shares of Synacor Common Stock Purchaser Shares or the receipt upon settlement of ShareholderStockholder’s restricted stock units (including performance-based restricted stock units), and the sale of a sufficient number of such shares of Synacor Common Stock Purchaser Shares acquired upon exercise of such options or settlement of such restricted stock units as would generate sales proceeds sufficient to pay (i) the aggregate applicable exercise price of shares then exercised under such options and the taxes payable by Shareholder Stockholder as a result of such exercise or settlementsettlement or (ii) funds owed upon vesting of such options or restricted stock units pursuant to any non-consensual legal order, by divorce decree or by will, intestacy or other similar law, (e) such Shareholder Stockholder from selling Shares under any written plan providing for the trading of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) that is described on the signature page Schedule 1 hereto or which is put in place after the date hereof in order to replace an expired or expiring 10b5-1 Plan (provided, that any such 10b5-1 Plan shall be implemented in accordance with the requirements of Synacor’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and on substantially consistent terms as the expired or expiring 10b5-1 Plan, except as may be required to implement additional sales pursuant to the foregoing clause (d)), (f) any Transfer where such Shareholder Stockholder retains sole direct and indirect voting control over such Shares or New Shares through the term of this Agreement, (g) any Transfer to an Affiliate of ShareholderStockholder or to a qualified institutional buyer or other institutional investor, or (h) if Shareholder Stockholder is an individual, (i) to any member of ShareholderStockholder’s immediate family or to a trust for the benefit of Shareholder Stockholder or any member of ShareholderStockholder’s immediate family or (ii) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar law; , provided, however, that in the case of the foregoing clauses (g) or (h)(ih), any such Transfer shall only be permitted if and to the extent that the transferee of such Shares or New Shares agrees to be bound by and subject to the terms and provisions hereof to the same effect as the transferring ShareholderStockholder and pursuant to a joinder or other customary agreement reasonably acceptable to Investor Sellers. Shareholder Stockholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof. For the purpose of this Agreement, “Transfer” means any sale, assignment, transfer, conveyance, gift, pledge, distribution, hypothecation or other encumbrance or any other disposition, whether voluntary, involuntary or by operation of law, whether effected directly or indirectly, or the entry into any contract or understanding with respect to any sale, assignment, transfer, conveyance, gift, pledge, distribution, hypothecation or other encumbrance or any other disposition, whether voluntary, involuntary or by operation of law, whether effected directly or indirectly, including, with respect to any capital stock or interests in capital stock, the entry into any swap or any contract, transaction or series of transactions that ▇▇▇▇▇▇ or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of such capital stock or interest in capital stock, whether any such swap, contract, transaction or series of transactions is to be settled by delivery of Purchaser Shares, in cash or otherwise.

Transfer and Encumbrance. Shareholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New Shares, in each case without the prior written consent of Qumu; provided, that nothing contained herein shall prohibit (a) the net settlement of Shareholder’s options to purchase shares of Synacor Common Stock (to pay the exercise price thereof and any tax withholding obligations), (b) the net settlement of Shareholder’s restricted stock units settled in shares of Synacor Common Stock (to pay any tax withholding obligations), (c) the exercise of Shareholder’s options to purchase shares of Synacor Common Stock, to the extent such options would expire prior to the Effective Time, (d) the exercise of Shareholder’s options to purchase shares of Synacor Common Stock or the receipt upon settlement of Shareholder’s restricted stock units, and the sale of a sufficient number of such shares of Synacor Common Stock acquired upon exercise of such options or settlement of such restricted stock units 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 Shareholder as a result of such exercise or settlement, (e) such Shareholder from selling Shares under any written plan providing for the trading of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) that is described on the signature page hereto or which is put in place after the date hereof in order to replace an expired or expiring 10b5-1 Plan (provided, that any such 10b5-1 Plan shall be implemented in accordance with the requirements of Synacor’s ▇i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and on substantially consistent terms as the expired or expiring 10b5-1 Plan, except as may be required to implement additional sales pursuant to the foregoing clause (d)), (f) any Transfer where such Shareholder retains sole direct and indirect voting control over such Shares or New Shares through the term of this Agreement, (g) any Transfer to an Affiliate of Shareholder, or (h) if Shareholder is an individual, (i) to any member of Shareholder’s immediate family or to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family or (ii) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar law; provided, however, that in the case of the foregoing clauses (g) or (h)(i), any such Transfer shall only be permitted if and to the extent that the transferee of such Shares or New Shares agrees to be bound by and subject to the terms and provisions hereof to the same effect as the transferring Shareholder. Shareholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.

Transfer and Encumbrance. Shareholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New SharesShares (as defined in Section 2 hereof), or to discuss, negotiate, or make any offer or agreement relating thereto, other than to or with comScore, in each case without the prior written consent of QumucomScore; provided, that nothing contained herein shall prohibit (ai) the net settlement of Shareholder’s options to purchase shares of Synacor Rentrak Common Stock (to pay the exercise price thereof and any tax withholding obligations), (bii) the net settlement of Shareholder’s restricted stock units (including performance-based restricted stock units) settled in shares of Synacor Rentrak Common Stock (to pay any tax withholding obligations), (ciii) the exercise of Shareholder’s options to purchase shares of Synacor Rentrak Common Stock, to the extent such options would expire prior to the Effective Time, (div) the exercise of Shareholder’s options to purchase shares of Synacor Rentrak Common Stock or the receipt upon settlement of Shareholder’s restricted stock units, and the sale of a sufficient number of such shares of Synacor Rentrak Common Stock acquired upon exercise of such options or settlement of such restricted stock units 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 Shareholder as a result of such exercise or settlement, (ev) such if the Shareholder from selling Shares under any is a party, as of the date hereof, to a written plan providing for trading the trading of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) that is described on the signature page hereto or which is put in place after the date hereof in order ), such Shareholder from selling pursuant to replace an expired or expiring 10b5-1 Plan (provided, that any such 10b5-1 Plan shall up to that number of Shares as are permitted to be implemented in accordance with the requirements of Synacor’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and on substantially consistent terms as the expired or expiring sold under such 10b5-1 Plan, except as may be required or (vi) if such Stockholder is not an individual, the Transfer of Shares and New Shares to implement additional sales pursuant to the foregoing clause (d)), (f) any Transfer where an Affiliate of such Shareholder retains sole direct and indirect voting control over such the Transfer of Shares or New Shares through the term by any such affiliate to any other affiliate of such Shareholder, provided that any such affiliate shall have signed a counterpart of or joinder to this Agreement, (g) any Transfer to an Affiliate of Shareholder, or (h) if Shareholder is an individual, (i) to any member of Shareholder’s immediate family or to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family or (ii) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar law; provided, however, that in the case of the foregoing clauses (g) or (h)(i), any such Transfer shall only be permitted if and to the extent that the transferee of such Shares or New Shares agrees to be bound by and subject to the terms and provisions hereof to the same effect as the transferring Shareholder. Shareholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.

Transfer and Encumbrance. Shareholder agrees, during the period beginning on the date hereof and ending on the Expiration Date (as defined below), not to sell, transfer, exchange, pledge or otherwise dispose of or encumber (collectively, “Transfer”) any Shares or any New Shares, in each case without the prior written consent of QumuSynacor; provided, that nothing contained herein shall prohibit (a) the net settlement of Shareholder’s options to purchase shares of Synacor Qumu Common Stock (to pay the exercise price thereof and any tax withholding obligations), (b) the net settlement of Shareholder’s restricted stock units (including performance-based restricted stock units) settled in shares of Synacor Qumu Common Stock (to pay any tax withholding obligations), (c) the exercise of Shareholder’s options to purchase shares of Synacor Qumu Common Stock, to the extent such options would expire prior to the Effective Time, (d) the exercise of Shareholder’s options to purchase shares of Synacor Qumu Common Stock or the receipt upon settlement of Shareholder’s restricted stock units, and the sale of a sufficient number of such shares of Synacor Qumu Common Stock acquired upon exercise of such options or settlement of such restricted stock units 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 Shareholder as a result of such exercise or settlement, (e) such Shareholder from selling Shares under any written plan providing for the trading of Shares in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) that is described on the signature page hereto or which is put in place after the date hereof in order to replace an expired or expiring 10b5-1 Plan (provided, that any such 10b5-1 Plan shall be implemented in accordance with the requirements of SynacorQumu’s ▇i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and on substantially consistent terms as the expired or expiring 10b5-1 Plan, except as may be required to implement additional sales pursuant to the foregoing clause (d)), (f) any Transfer where such Shareholder retains sole direct and indirect voting control over such Shares or New Shares through the term of this Agreement, (g) any Transfer to an Affiliate of Shareholder, or (h) if Shareholder is an individual, (i) to any member of Shareholder’s immediate family or to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family or (ii) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar law; provided, however, that in the case of the foregoing clauses (g) or (h)(i), any such Transfer shall only be permitted if and to the extent that the transferee of such Shares or New Shares agrees to be bound by and subject to the terms and provisions hereof to the same effect as the transferring Shareholder. Shareholder acknowledges that the intent of the foregoing sentence is to ensure that the Shares and any New Shares are voted in accordance with the terms hereof.