Common use of Agreement Not to Offer or Sell Additional Shares Clause in Contracts

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend; (ii) effect any short sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act); (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of Shares or Related Securities (as defined below ); (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, Common Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares, Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1) issue Common Stock or options to purchase Common Stock

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies Xxxxxxx Xxxxx (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any Shares or Related Securities (as defined below); (ii) effect any short sale sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b16a 1(b) under the Exchange Act)) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities (as defined below )Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, Common Stock Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares, Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SharesShares and other than any registration statements on Form S-8 to register Shares or Related Securities to be issued pursuant to any stock option, stock bonus, employee stock purchase plan or other stock plan of the Company); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1) issue Common Stock or options to purchase Common StockExhibit 1.1

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as the same may be extended as described below, and as modified solely with respect to clause (E) below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any Shares or Related Securities (as defined below); (ii) effect any short sale sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act)) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Shares or Related Securities (as defined below )Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, Common Stock Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares, Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1A) effect the transactions contemplated hereby, (B) issue Common Stock Shares or options to purchase Common StockShares, or issue Shares upon exercise of options, pursuant to any stock

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (as the same may be such period, extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies Xxxxxxxxx & Company, Inc., Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC, (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any Shares or Related Securities (as defined below); (ii) effect any short sale sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act)) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities (as defined below )Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, Common Stock Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares, Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1) issue Common Stock or options to purchase Common Stockthis

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any Shares or Related Securities (as hereinafter defined); (ii) effect any short sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act)) with respect to any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of Shares or Related Securities (as defined below )Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, Common Stock Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares, Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1) issue Common Stock or options to purchase Common Stockas

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th 45th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies each of the Underwriters (which consent may be withheld in its at the sole discretiondiscretion of the Underwriters), directly or indirectly: , (i) sellsell (including, offer without limitation, any short sale), offer, contract or grant any option to sell, contract to sell or lend; (ii) effect any short sale pledge, assign, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) 16a-1 under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act); (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or otherwise dispose of Shares or Related Securities (as defined below ); (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Sharesof, Common Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of of, any Shares, Common Stock options, rights or Related Securities warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares); , (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (viiiiii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1x) issue Common Stock Shares or options to purchase Common StockShares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus and (y) file any registration statement with respect to Shares or other securities pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus.

Agreement Not to Offer or Sell Additional Shares. During For the period commencing on and including the date hereof and continuing through and including the 90th day following the date duration of the Prospectus (as the same may be extended as described below, periods contemplated in the “Locklock-up Period”)up” agreement entered into pursuant to Section 6(k) hereof, the Company such Selling Stockholder will not, without the prior written consent of Jefferies the Representative (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any Shares or Related Securities; (ii) effect any short sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) position or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act)position of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities (as defined below )Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, Common Stock Shares or Related Securities; (vii) file participate in the filing of any registration statement under the Securities Act in respect of any Shares, Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SharesShares or registration statements on Form S-8 with respect to any and all Shares to be issued pursuant to the ViSalus, Inc. Omnibus Incentive Plan); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1) issue Common Stock or options to purchase Common Stock.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies Xxxxxxxxx LLC (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any shares of Common Stock or any Related Securities (as defined below); (ii) effect any short sale sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act)) of any shares of Common Stock or any Related Securities; (iii) pledge, hypothecate or grant any security interest inin any shares of Common Stock or any Related Securities; (iv) in any other way transfer or dispose of Shares any shares of Common Stock or any Related Securities (as defined below )Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of Shares any shares of Common Stock or any Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, shares of Common Stock or any Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares, Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any shares of the foregoing; provided, however, that the Company may (1) issue Common Stock or options to purchase Common StockCommon

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies the Underwriter (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any Shares or Related Securities (as defined below); (ii) effect any short sale sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act)) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities (as defined below )Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, Common Stock Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares, Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the intention to do any of the foregoing; provided, however, that the Company may (1) issue Common Stock or options to purchase Common Stockoutstanding

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any Shares or Related Securities (as defined below); (ii) effect any short sale sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act)) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities (as defined below )Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, Common Stock Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares, Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1) issue Common Stock or options to purchase Common Stockthe

Agreement Not to Offer or Sell Additional Shares. During Except for the period commencing on transactions described in the Registration Statement and including the date hereof and continuing through and including Time of Sale prospectus under the 90th day following caption “Our Repurchase of Shares from the date of Selling Shareholder”, during the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company Selling Stockholder will not, without the prior written consent of Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any Shares or Related Securities; (ii) effect any short sale sole or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) position or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act)position of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities (as defined below )Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, Common Stock Shares or Related Securities; (vii) file participate in the filing of any registration statement under the Securities Act in respect of any Shares, Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares)Shares and the continued registration of Shares held by the Selling Stockholder after the Offering pursuant to the Registration Statement; or (viii) publicly announce the intention intentions to do any of the foregoing; provided, however, that the Company may (1) issue Common Stock or options to purchase Common Stock.

Agreement Not to Offer or Sell Additional Shares. (i) During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies the Representative (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any Common Shares or Related Securities (as defined below); (ii) effect any short sale sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” position “ (as defined in Rule 16a-1(b) under the Exchange Act)) of any Common Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or dispose of any Common Shares or Related Securities (as defined below )Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Common Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, Common Stock Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares, Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided;. For purposes of the foregoing, however, that the Company may (1) issue Common Stock or options to purchase Common Stock“

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus Final Offering Documents (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Evercore (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any Shares or Related Securities (as defined below); (ii) effect any short sale sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act)) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities (as defined below )Securities; (v) file or submit, or cause the filing or submission, of any prospectus in Canada or registration statement under the Securities Act with respect to any Shares or other capital stock or any securities convertible into or exercisable or exchangeable for any Shares or other capital stock (other than the Registration Statement, or any required amendment or supplement thereto, filed to register the Offered Shares to be sold to the Underwriters pursuant to this Agreement, and other than a Form S-8 to register securities issuable pursuant to the Company’s equity compensation plans as those plans are in effect on the date of this Agreement and as described in the Time of Sale Prospectus and Final Offering Documents); or (vi) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction described in clause (i) or (vi) above is to be settled in by delivery of Shares, other capital stock, other securities, in cash or otherwise; or (vivii) announce the offering of any Shares, Common Stock Shares or Related Securities; (viiviii) file any registration statement under effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the Securities Act in respect of any outstanding Shares, Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1A) effect the transactions contemplated hereby, (B) issue Common Stock Shares or Related Securities, or issue Shares upon exercise or vesting of Related Securities, pursuant to any stock option, stock bonus or other stock plan or arrangement or outstanding warrants described in the Offering Documents, but only if the holders of such Shares or Related Securities, in the event such holders are directors or executive officers of the Company, agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or Related Securities during such Lock-up Period without the prior written consent of Jefferies and Evercore (which consent may be withheld in their sole discretion), or (C) issue Shares or Related Securities in connection with any acquisition, collaboration, licensing or other strategic transaction (but excluding transactions principally of a financing nature); provided that the aggregate number of Shares or Related Securities (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (C) shall not exceed five percent (5%) of the total number of Shares issued and outstanding immediately following the consummation of the transactions contemplated by this Agreement; and provided further that the Company shall cause each recipient of such Shares or Related Securities to agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or Related Securities during such Lock-up Period without the prior written consent of Jefferies and Evercore (which consent may be withheld in their sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to purchase Common Stockacquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th 45th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies each of the Underwriters (which consent may be withheld in its at the sole discretiondiscretion of the Underwriters), directly or indirectly: , (i) sellsell (including, offer without limitation, any short sale), offer, contract or grant any option to sell, contract to sell or lend; (ii) effect any short sale pledge, assign, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) 16a-1 under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act); (iii) pledge, hypothecate or grant any security interest in; (iv) in any other way transfer or otherwise dispose of Shares or Related Securities (as defined below ); (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Sharesof, Common Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of of, any Shares, Common Stock options, rights or Related Securities warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered Shares); , (ii) enter into any swap, hedge or similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of any Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially by the Company or (viiiiii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1x) issue Common Stock Shares or options to purchase Common StockShares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus and (y) file any registration statement with respect to Shares or other securities pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Leerink (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any Shares or Related Securities (as defined below); (ii) effect any short sale sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h16a-l(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act)) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities (as defined below )Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, Common Stock Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares, Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1A) effect the transactions contemplated hereby, (B) issue Common Stock Shares or options to purchase Common StockShares, or issue Shares upon exercise of options,

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any Shares or Related Securities (as defined below); (ii) effect any short sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” position “ (as defined in Rule 16a-1(b) under the Exchange Act)) with respect to any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of Shares or Related Securities (as defined below )Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, Common Stock Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares, Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1) issue Common Stock or options to purchase Common StockRelated

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies the Underwriter (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any shares of its Common Stock or Related Securities (as defined below); (ii) effect any short sale sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act)) of any shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any shares of Common Stock or Related Securities; (iv) in any other way transfer or dispose of Shares any shares of Common Stock or Related Securities (as defined below )Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of Shares any shares of Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, shares of Common Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares, shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1A) issue Common Stock or options to purchase Common Stockeffect the transactions contemplated hereby, (B)

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th ninetieth (90th) day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any Shares or Related Securities (as defined below); (ii) effect any short sale sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” position “ (as defined in Rule 16a-1(b16a‑1(b) under the Exchange Act)) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities (as defined below )Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, Common Stock Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares, Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1) issue Common Stock or options to purchase Common Stockto

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any Shares or Related Securities (as defined below); (ii) effect any short sale sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act)) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities (as defined below )Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, Common Stock Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares, Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1A) issue Common Stock or options to purchase Common Stockeffect the

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies (which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any Shares or Related Securities (as defined below); (ii) effect any short sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act)) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities (as defined below )Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, Common Stock Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares, Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1) issue Common Stock or options to purchase Common Stockor

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies the Representatives (which consent may be withheld in its their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any Shares or Related Securities (as defined below); (ii) effect any short sale sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act)) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities (as defined below )Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, Common Stock Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares, Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (1) issue Common Stock or options to purchase Common Stockas

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies the Representatives (which consent may be withheld in its the sole discretiondiscretion of the Representatives), directly or indirectly: (i) sell, offer to sell, contract to sell or lendlend any Shares or Related Securities (as defined below); (ii) effect any short sale sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act)) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest inin any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities (as defined below )Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares, Common Stock Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares, Common Stock Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); Shares or (viii) publicly announce the intention except for registration statements on Form S-8 with respect to do any of the foregoing; provided, however, that the Company may (1) issue Common Stock and all Shares or options Related Securities to purchase Common Stockbe issued pursuant to