(c) the sale or transfer of any PTI Common Stock underlying options or restricted stock units held by the undersigned that are at the time of such sale or transfer vested, exercised and/or settled, to satisfy income tax withholding and remittance obligations in connection with the vesting of such options or restricted stock units (as applicable); provided that any filing under Section 16 of the Exchange Act required in connection therewith indicates that such transfer is to satisfy income tax withholding and remittance obligations in connection with the vesting, exercise and/or settlement of options or restricted stock units (as applicable);
(d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of PTI Common Stock; provided that such plan does not provide for any transfers of PTI Common Stock during the Restricted Period;
(e) transfers or sales by the undersigned of shares of PTI Common Stock acquired by the undersigned on the open market following the Closing Date;
(f) transfers by the undersigned of shares of PTI Common Stock to PTI in connection with the termination of employment or other termination of the undersigned and pursuant to agreements in effect as of the Effective Time whereby PTI has the option to repurchase such shares or securities; or
(g) transfers or distributions pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of PTI Common Stock involving a change of control of PTI (including entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of shares of PTI Common Stock (or any security convertible into or exercisable for PTI Common Stock), or vote any shares of PTI Common Stock in favor of any such transaction or taking any other action in connection with any such transaction), provided that the restrictions set forth in this Lock-Up Agreement shall continue to apply to the Undersigneds Shares should such tender offer, merger, consolidation or other transaction not be completed;
and provided, further, that, with respect to each of (a), (b) and (d) above, no filing by any party (including any donor, donee, transferor, transferee, distributor or distributee, as the case may be) under the Exchange Act (other than (i) a filing at any time on a Form 5 or (ii) a filing after the expiration of the Restricted Period on a Schedule 13D or Schedule 13G (or Schedule 13D/A or Schedule 13G/A)), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or disposition during the Restricted Period (other than (i) any exit filings or public announcements that may be required under applicable federal and state securities laws or (ii) in respect of a required filing under the Exchange Act in connection with the exercise of an option to purchase PTI Common Stock following such individuals termination of service relationship (including service as a director) with PTI that would otherwise expire during the Restricted Period, provided that reasonable notice shall be provided to PTI prior to any such filing).
Any attempted transfer in violation of this Lock-Up Agreement will be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the transfer restrictions set forth in this Lock-Up Agreement and will not be recorded on the share register of PTI. In furtherance of the foregoing, the undersigned agrees that PTI and any duly appointed transfer agent for the registration or transfer of the securities described herein are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement.