Common use of Agreement to Lock-Up Clause in Contracts

Agreement to Lock-Up. The Purchaser hereby agrees that it will not, without the prior written consent of the Company during the period commencing on the Closing Date and ending on the date that is one hundred and eighty (180) days after the Closing Date (the “Lock-Up Period”) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Company Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, the Purchaser or its Permitted Transferees may transfer shares of Company Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) to the Company; or (iii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance with this Section 4.1, and provided further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a).

Agreement to Lock-Up. The Purchaser Upon the request of the managing underwriter, the Registered Holder hereby agrees to enter into an agreement that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date that is one hundred specified by the Company and eighty the managing underwriter, or such other period of 180 days and up to an additional 34 days as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1801) days after the Closing Date publication or other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the “Lock-Up Period”restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (iA) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock; Capital Stock (as defined in the Right of First Refusal Agreement) held immediately prior to the effectiveness of the registration statement for the IPO or (iiB) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (iA) or (iiB) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding The foregoing provisions of this Section 10 shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Purchaser or its Permitted Transferees may transfer shares Registered Holder if all officers, directors and holders of Company more than one percent (1%) of the outstanding Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) after giving effect to the Company; or (iiiconversion into Common Stock of all outstanding preferred stock) enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 10 and shall have the right, power and authority to enforce the provisions hereof as though they were a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of party hereto. The Registered Holder further agrees to execute such agreements as may be reasonably requested by the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that underwriters in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer IPO that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance are consistent with this Section 4.1, and provided 10 or that are necessary to give further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)effect thereto.

Agreement to Lock-Up. The Purchaser Each stockholder of the Company hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date that is specified by the Company and the managing underwriter (such period not to exceed one hundred and eighty (180l80) days after days), or such other period as may be requested by the Closing Date Company or an underwriter to accommodate regulatory restrictions on (1) the “Lock-Up Period”publication or other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common StockCapital Stock held immediately prior to the effectiveness of the registration statement for the IPO; or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding The foregoing provisions of this Section 5 shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Purchaser or its Permitted Transferees may transfer shares stockholders of the Company if all officers, directors and holders of more than one percent (1%) of the outstanding Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) after giving effect to the Company; or (iiiconversion into Common Stock of all outstanding Series A Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of party hereto. Each stockholder further agrees to execute such agreements as may be reasonably requested by the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that underwriters in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer IPO that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance are consistent with this Section 4.1, and provided 5 or that are necessary to give further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)effect thereto.

Agreement to Lock-Up. The Purchaser Transferee hereby agrees that it will not, without the prior written consent of the managing underwriter (in connection with an IPO), the Company (in connection with a Direct Listing) or the SPAC (in connection with a SPAC Transaction), during the period commencing on the Closing Date date of (a) the effectiveness of the registration statement for the IPO or Direct Listing or (b) the closing of the SPAC Transaction, and ending on the date that is one hundred specified by the Company or the managing underwriter (for an IPO), the Company (for a Direct Listing) or the Company and eighty the SPAC (180for a SPAC Transaction) days after the Closing Date (the “Lock-Up Period”) such period not to exceed 180 days), (i) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right or warrant to purchase, ; or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock; Stock (or other equity securities of the Company) or any securities convertible into or exercisable or exchangeable (directly or indirectly) for such Common Stock or other equity securities (or, in the case of a SPAC Transaction, any shares of the common stock or other share capital of the SPAC or any securities convertible into or exercisable or exchangeable, directly or indirectly, for such common stock or other share capital), whether such shares or any such securities are then owned by the Transferee or are thereafter acquired, or (ii) enter into engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other arrangement derivative transaction or instrument, however described or defined) that transfers is designed to, or that reasonably could be expected to, lead to anotheror result in a sale or disposition (whether by the Transferee or someone other than the Transferee), or a transfer of any of the economic consequences of ownership, in whole or in part, any of the economic consequences of ownership directly or indirectly, of any shares of Company Common Stocksuch securities, whether or not any such transaction described in clause or arrangement (ior instrument provided for thereunder) or (ii) above is to would be settled by delivery of Company Common Stock Stock, the common stock or share capital of the SPAC or other securities, in cash cash, or otherwise. Notwithstanding The foregoing provisions of this Section 6(b) shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement in an IPO. The underwriters in connection with an IPO, and the SPAC in a SPAC Transaction, are intended third-party beneficiaries of this Section 6(b) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Transferee further agrees to execute such agreements as may be reasonably requested by the Company or the underwriters (in connection with an IPO), the Purchaser or its Permitted Transferees may transfer shares of Company Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) to the Company; or (iii) in connection with a liquidationDirect Listing), mergerand the Company or the SPAC (in connection with a SPAC Transaction) that are consistent with this Section 6(b) or that are necessary to give further effect thereto. Stop-Transfer Instructions. Transferee agrees that, stock exchangein order to ensure compliance with the restrictions imposed by this Agreement, reorganizationthe Company may issue appropriate “stop-transfer” instructions to its transfer agent, tender offer if any, and if the Company acts as its own transfer agent, it may make appropriate notations to the same effect in its own records. The Company will not be required (a) to transfer on its books any Transferred Shares that have been sold or other similar transaction which results otherwise transferred in all violation of any of the Company’s stockholders having provisions of this Agreement or (b) to treat as owner of such Transferred Shares, or to accord the right to exchange their shares of Company Common Stock for cashvote or pay dividends, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer that the Permitted any Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance with this Section 4.1, and provided further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted Transferred Shares have been so transferred. Transferee further understands and agrees that the Company shall require written assurances, in form and substance satisfactory to transfer such shares of counsel for the Company Common Stock prior (which may include a requirement that Transferee’s counsel provide a legal opinion acceptable to the expiration Company) and a transfer fee to be paid to the Company, before the Company effects any future transfers of the Lock-Up Period pursuant to this Section 4.1(a)Transferred Shares.

Agreement to Lock-Up. The Purchaser Each Key Holder hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date that is specified by the Company and the managing underwriter (such period not to exceed (x) one hundred and eighty (180) days after in the Closing Date (case of the Company’s initial public offering ( the “Lock-Up PeriodIPO”), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (i2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or (y) ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock; Capital Stock (whether such shares of Capital Stock are then owned by the Key Holder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding The foregoing provisions of this Section 5 shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Purchaser or its Permitted Transferees may transfer shares Key Holders if all officers, directors and holders of Company more than five percent (5%) of the outstanding Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) after giving effect to the Company; or (iiiconversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with a liquidation, merger, stock exchange, reorganization, tender offer or the IPO and/or other similar transaction which results in all registration(s) are intended third-party beneficiaries of the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 5 and there shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be no further transfer of such capital stock except reasonably requested by the underwriters in accordance connection with the IPO and/or other registration(s) that are consistent with this Section 4.1, and provided 5 or that are necessary to give further that any such transfer shall not involve a disposition for valueeffect thereto. The term “Permitted Transferees” means, prior to the expiration Any discretionary waiver or termination of the Lock-Up Periodrestrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders of Capital Stock subject to such agreements, any Person or entity based on the number of shares subject to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)agreements.

Agreement to Lock-Up. The Purchaser hereby agrees that it will notIf requested by the Company and the underwriter of Common Stock (other securities) of the Company, without each Common Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the prior written consent purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any Common Stock (or other securities) of the Company held by such Common Holder (other than those included in the registration) during the period commencing on the Closing Date and ending on the date that is one hundred and eighty (180) days after day period following the Closing Date effective date of a registration statement of the Company filed under the Securities Act (or such other period as may be requested by the “Lock-Up Period”) Company or an underwriter to accommodate regulatory restrictions on (i) lend, offer, pledge, sell, contract to sell, sell any option the publication or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares other distribution of Company Common Stock; or research reports and (ii) enter into analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any swap successor provisions or other arrangement amendments thereto), provided that transfers to another, in whole or in part, any all officers and directors of the economic consequences of ownership of any shares of Company Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Company Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, the Purchaser or its Permitted Transferees may transfer shares of Company Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity all holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, at least one percent (ii1%) to the Company; or (iii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of the Company’s stockholders having voting securities are bound by and have entered into similar agreements. The obligations described in this Section 3.2 shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the right future, or a registration relating solely to exchange their a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each such certificate with the legend set forth in Section 4 with respect to the shares of Company Common Stock for cash, securities (or other property subsequent securities) subject to the Closing Date; provided, however, that foregoing restriction until the end of such one hundred and eighty (180) day (or other) period. Each Common Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the case provisions of clauses (i)(a) this Section 3.2. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to (i)(c), it shall be a condition to the transfer that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock all Common Holders subject to this Section 4.1 and there shall be no further transfer such agreements, based on the number of shares subject to such capital stock except in accordance with this Section 4.1, and provided further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)agreements.

Agreement to Lock-Up. The Purchaser Each Stockholder hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement of Form S-1 or Form S-3, and ending on the date that is one hundred specified by the Company and eighty the managing underwriter (180such period not to exceed l80 days) days after the Closing Date effective date of the Company’s IPO (the “Lock-Up Period”) (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock; Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Stockholder or are thereafter acquired) or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common Stocksuch securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Stock or other securities, in cash or otherwise. Notwithstanding The foregoing provisions of this Section 8.1 shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement, the Purchaser or its Permitted Transferees may transfer shares of Company Common Stock during the Lock-Up Period (i) transfers pursuant to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directorsSection 6 hereof, or (c) the transfer of any shares to any trust for the direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) to the Company; or (iii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all benefit of the Company’s stockholders having Stockholder or the right to exchange their shares immediate family of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer Stockholder provided that the Permitted Transferee execute an agreement stating that trustee of the Permitted Transferee is receiving and holding such capital stock subject trust agrees to this Section 4.1 and there shall be no further transfer of such capital stock except bound in accordance with this Section 4.1writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Stockholders only if all officers and directors and stockholders individually (together with their Affiliates) owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. Any release from the lock-up restrictions as described in this Subsection 9.1 will be done pro rata among the Stockholders holding Registrable Securities, so that each such Stockholder of Registrable Securities may sell, transfer or otherwise dispose of an equal percentage of his, her or its shares originally subject to the lock-up restrictions. The term “Permitted Transferees” meansunderwriters in connection with such registration are intended third party beneficiaries of this Subsection 9.1 and shall have the right, prior power, and authority to enforce the expiration of provisions hereof as though they were a party hereto. Each Stockholder further agrees to execute such agreements as may be reasonably requested by the Lock-Up Period, any Person underwriters in connection with such registration that are consistent with this Subsection 9.1 or entity that are necessary to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)give further effect thereto.

Agreement to Lock-Up. The Purchaser Each Stockholder hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the Company’s first Qualified Public Offering after the date hereof and ending on the date that is one hundred specified by the Company and eighty the managing underwriter (180such period not to exceed 180 days), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) days after the Closing Date publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the “Lock-Up Period”restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock; Capital Stock held immediately prior to the effectiveness of the registration statement for the Qualified Public Offering or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding The foregoing provisions of this Section 6 shall not apply to the foregoing, the Purchaser or its Permitted Transferees may transfer sale of any shares of Company Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directorsan underwriter pursuant to an underwriting agreement, or (c) the transfer of any shares to any trust for the direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) to the Company; or (iii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all benefit of the Company’s stockholders having Stockholder or the right to exchange their shares immediate family of Company Common Stock for cashthe Stockholder, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer provided that the Permitted Transferee execute an agreement stating that trustee of the Permitted Transferee is receiving and holding such capital stock subject trust agrees to this Section 4.1 and there shall be no further transfer of such capital stock except bound in accordance with this Section 4.1writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall only be applicable to the Stockholders if all officers, directors and holders of more than ten percent (10%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. The term “Permitted Transferees” means, prior to underwriters in connection with the expiration Qualified Public Offering are intended third-party beneficiaries of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)6 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Qualified Public Offering that are consistent with this Section 6 or that are necessary to give further effect thereto.

Agreement to Lock-Up. The Purchaser Each Key Holder hereby agrees that it will not, without until the prior written consent later of the Company during the period commencing on the Closing Date and ending on (a) the date that is one hundred and eighty (180) days after 12 months following the Closing Date date of the final prospectus relating to the Company’s initial public offering (the “Lock-Up PeriodIPO”) and (b) the listing of the Company’s Common Stock on an exchange or any tier of The NASDAQ Stock Market or New York Stock Exchange, (i) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase, ; or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock; , Preferred Stock or any other securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Key Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common Stocksuch securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Company Common Stock, Preferred Stock or other securities, in cash cash, or otherwise. Notwithstanding The foregoing provisions of this Section 5 shall not apply to the foregoing, the Purchaser or its Permitted Transferees may transfer sale of any shares of Company Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directorsan underwriter pursuant to an underwriting agreement, or (c) the transfer of any shares to any trust for the direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) to the Company; or (iii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all benefit of the Company’s stockholders having Key Holder or the right to exchange their shares immediate family of Company Common Stock for cashthe Key Holder, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer provided that the Permitted Transferee execute an agreement stating that trustee of the Permitted Transferee is receiving and holding such capital stock subject trust agrees to this Section 4.1 and there shall be no further transfer of such capital stock except bound in accordance with this Section 4.1writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Key Holder only if all officers and directors of the Company are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock). The term “Permitted Transferees” means, prior to underwriters in connection with the expiration IPO are intended third-party beneficiaries of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto.

Agreement to Lock-Up. The Purchaser Each Key Holder hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date that is one hundred specified by the Company and eighty the managing underwriter (180such period not to exceed l80 days), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) days after the Closing Date publication or other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the “Lock-Up Period”restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common StockCapital Stock held immediately prior to the effectiveness of the registration statement for the IPO; or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding The foregoing provisions of this Section 5 shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Purchaser or its Permitted Transferees may transfer shares Key Holders if all officers, directors and holders of Company more than 1% of the outstanding Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) after giving effect to the Company; or (iiiconversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third‑party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that underwriters in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer IPO that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance are consistent with this Section 4.1, and provided 5 or that are necessary to give further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)effect thereto.

Agreement to Lock-Up. The Purchaser Each Transferor hereby agrees that, in connection with a a Public Offering, initial or otherwise, of GENH (an “Public Offering”), unless not required by the managing underwriter or lead placement agent of the Public Offering, it will enter into a lock-up agreement in customary form and subject to customary exceptions pursuant to which such Transferor will agree that it will not, without the prior written consent of the Company during the period commencing on the Closing Date date of the final prospectus or offering circular relating to an Public Offering and ending on the date that is one hundred specified by the managing underwriter or lead placement agent, not to exceed 180 days from the date of the final prospectus or offering circular relating to the Public Offering (unless reasonably requested by the managing underwriter or lead placement agent in order to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and eighty (1802) days after analyst recommendations and opinions, pursuant to any applicable the Closing Date restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) (the “Lock-Up Period”) ): (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common StockGENH held immediately prior to the effectiveness of the registration statement or offering statement for the Public Offering; or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common Stockthe Exchange Securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Stock the Exchange Securities or other securities, in cash or otherwise; provided that each other holder of Equity Interests of GENH is bound by a substantially similar lock-up agreement. Notwithstanding the foregoing, the Purchaser or its Permitted Transferees may transfer shares The foregoing provisions of Company Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) this Section 3 shall not apply to the Company; or (iii) sale of any shares to an underwriter pursuant to an underwriting agreement. The underwriters, placement agents and selling agents, if any, in connection with the Public Offering are intended third-party beneficiaries of this Section 3 and shall have the right, power and authority to enforce the provisions hereof as though they were a liquidationparty hereto. Each Transferor agrees to execute such agreements as may be reasonably requested by the underwriters, mergerplacement agents or selling agents in the Public Offering that are consistent with this Section 3 or that are necessary to give further effect thereto, stock exchange, reorganization, tender offer or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that in the case obligation of clauses (i)(a) to (i)(c), it each Transferor hereunder shall be a condition to conditioned on each officer, director and 5% beneficial holder of the transfer that the Permitted Transferee execute Exchange Securities entering into an agreement stating that in substantially the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except same form in accordance connection with this Section 4.1, and provided further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)Public Offering.

Agreement to Lock-Up. The Purchaser Each Key Holder hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date that is specified by the Company and the managing underwriter (such period not to exceed one hundred and eighty (180l80) days after days), or such other period as may be requested by the Closing Date Company or an underwriter to accommodate regulatory restrictions on (1) the “Lock-Up Period”publication or other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common StockCapital Stock held immediately prior to the effectiveness of the registration statement for the IPO; or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding The foregoing provisions of this Section 5 shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Purchaser or its Permitted Transferees may transfer shares Key Holders if all officers, directors and holders of Company more than one percent (1%) of the outstanding Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) after giving effect to the Company; or (iiiconversion into Common Stock of all outstanding Series C Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that underwriters in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer IPO that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance are consistent with this Section 4.1, and provided 5 or that are necessary to give further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)effect thereto.

Agreement to Lock-Up. The Purchaser hereby agrees that it will not, without the prior written consent of the Company during the period commencing on the Closing Date and ending on the date that is one hundred and eighty (180) days after the Closing Date (the “Lock-Up Period”) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common StockOrdinary Shares or ADSs; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common StockOrdinary Shares or ADSs, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Company Common Stock Ordinary Shares or ADSs or other Company securities, in cash or otherwise. Notwithstanding the foregoing, the Purchaser or its Permitted Transferees may transfer shares of Company Common Stock Ordinary Shares or ADSs during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates affiliates (as defined in Rule 405 promulgated under the Securities Act) and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons persons or entities or their respective Affiliatesaffiliates, (d) as one or more bona fide gifts or charitable contributions, (ii) to the Company; (iii) under a trading plan established pursuant to Rule 10b5-1 under the Exchange Act that is existing as of the date hereof; or (iiiiv) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares of Company Common Stock Ordinary Shares or ADSs for cash, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (i)(a) to (i)(ci)(d), it shall be a condition to the transfer that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 4.10 and there shall be no further transfer of such capital stock except in accordance with this Section 4.14.10, and provided further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock Ordinary Shares or ADSs prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a4.10(a). For the avoidance of doubt, this Section 4.10 applies only to the Securities purchased pursuant to this Agreement and not any other holdings in the Company the Purchaser or its affiliates may have now or in the future. This Section 4.10 shall not prevent a Purchaser from establishing trading plans pursuant to Rule 10b5-1 under the Exchange Act for the transfer of any Ordinary Shares or ADSs, provided that such plans do not provide for the transfer of such securities during the Lock-Up Period.

Agreement to Lock-Up. The Each Purchaser hereby agrees that it will not, without the prior written consent of the Company during the period commencing on the Closing Date and ending on the date that is one hundred and eighty ninety (18090) days after the Closing Date (the “Lock-Up Period”) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Stock or other securities, in cash or otherwise; provided, that this Section 4.1 shall not apply to any transfer of Shares by such Purchaser to its Affiliates, provided that as a condition of such transfer, such Affiliate agrees in writing to be bound by the provisions of this Section 4.1 to the same extent as such Purchaser. Notwithstanding the foregoing, the each Purchaser or its their respective Permitted Transferees may transfer shares of Company Common Stock during the Lock-Up Period (ia) to (ai) such Purchaser’s Affiliates and its and their respective officers or directors, (bii) any immediate family members of such Purchaser’s officers or directors, or (ciii) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons persons or entities or their respective Affiliatesaffiliates, (iib) to the Company; or (iiic) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Company’s board of directors or a duly authorized committee thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (i)(aa)(i) to (i)(ca)(iii), it shall be a condition to the transfer that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance with this Section 4.1, and provided further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a).

Agreement to Lock-Up. The Purchaser Each Stockholder hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date that is specified by the Company and the managing underwriter (such period not to exceed one hundred and eighty (180l80) days after days), or such other period as may be requested by the Closing Date Company or an underwriter to accommodate regulatory restrictions on (1) the “Lock-Up Period”publication or other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto, (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to selloption, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common StockCapital Stock held immediately prior to the effectiveness of the registration statement for the IPO; or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding The foregoing provisions of this Section 4(j) shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement. This lock-up is not required unless all officers, directors and holders of more than one percent (1%) of the Purchaser or its Permitted Transferees may transfer shares of Company outstanding Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) after giving effect to the Company; or (iiiconversion into Common Stock of all outstanding Series A Preferred Stock) enter into a lock-up agreement with the same terms and conditions above. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 4(j) and shall have the right, power and authority to enforce the provisions hereof as though they were a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of party hereto. Each Stockholder further agrees to execute such agreements as may be reasonably requested by the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that underwriters in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer IPO that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance are consistent with this Section 4.14(j) or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, and provided further that any such the Company may impose stop-transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior instructions with respect to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Capital Stock prior to of each Stockholder (and transferees and assignees thereof) until the expiration end of the Lock-Up Period pursuant to this Section 4.1(a)such restricted period.

Agreement to Lock-Up. The Purchaser Each Key Holder hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date that is one hundred specified by the Company and eighty the managing underwriter (180such period not to exceed [***]), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) days after the Closing Date publication or other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the “Lock-Up Period”restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common StockCapital Stock held immediately prior to the effectiveness of the registration statement for the IPO; or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, the Purchaser or its Permitted Transferees may transfer shares of Company Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) to the Company; or (iii) [***] The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that underwriters in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer IPO that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance are consistent with this Section 4.1, and provided 5 or that are necessary to give further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)effect thereto.

Agreement to Lock-Up. The Purchaser Each Holder hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date that is one hundred specified by the Company and eighty the managing underwriter (180such period not to exceed 180 days), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) days after the Closing Date publication or other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the “Lock-Up Period”restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stockcapital stock held immediately prior to the effectiveness of the registration statement for the IPO; or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common Stockthe capital stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Stock capital stock or other securities, in cash or otherwise. Notwithstanding The foregoing provisions of this Section 2.1 shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Purchaser or its Permitted Transferees may transfer shares Holders if all officers, directors and holders of Company more than one percent (1%) of the outstanding Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) after giving effect to the Company; or (iiiconversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third party beneficiaries of this Section 2.1 and shall have the right, power and authority to enforce the provisions hereof as though they were a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that underwriters in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer IPO that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance are consistent with this Section 4.1, and provided 2.1 or that are necessary to give further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)effect thereto.

Agreement to Lock-Up. The Purchaser Each Key Holder hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date that is one hundred specified by the Company and eighty the managing underwriter (180such period not to exceed l80 days), or such additional period (not to exceed 18 days)as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) days after the Closing Date publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the “Lock-Up Period”restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock; Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding The foregoing provisions of this Section 5 shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Purchaser or its Permitted Transferees may transfer shares Key Holders if all officers, directors and holders of Company more than five percent (5%) of the outstanding Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) after giving effect to the Company; or (iiiconversion into Common Stock of all outstanding Series A Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that underwriters in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer IPO that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance are consistent with this Section 4.1, and provided 5 or that are necessary to give further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)effect thereto.

Agreement to Lock-Up. The Purchaser Each Key Holder hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date that is specified by the Company and the managing underwriter (such period not to exceed (x) one hundred and eighty (180) days after in the Closing Date case of the Company’s initial public offering (the “Lock-Up PeriodIPO”), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (i2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or (y) ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock; Capital Stock (whether such shares of Capital Stock are then owned by the Key Holder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding The foregoing provisions of this Section 5 shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Purchaser or its Permitted Transferees may transfer shares Key Holders if all officers, directors and holders of Company more than five percent (5%) of the outstanding Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) after giving effect to the Company; or (iiiconversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with a liquidation, merger, stock exchange, reorganization, tender offer or the IPO and/or other similar transaction which results in all registration(s) are intended third-party beneficiaries of the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 5 and there shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be no further transfer of such capital stock except reasonably requested by the underwriters in accordance connection with the IPO and/or other registration(s) that are consistent with this Section 4.1, and provided 5 or that are necessary to give further that any such transfer shall not involve a disposition for valueeffect thereto. The term “Permitted Transferees” means, prior to the expiration Any discretionary waiver or termination of the Lock-Up Periodrestrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders of Capital Stock subject to such agreements, any Person or entity based on the number of shares subject to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)agreements.

Agreement to Lock-Up. The Purchaser Each Key Holder hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date that is specified by the Company and the managing underwriter, such period not to exceed one hundred and eighty (180) days after days, or such other period, not to exceed an additional thirty-five (35) days, as may be requested by the Closing Date Company or an underwriter to accommodate regulatory restrictions on (1) the “Lock-Up Period”publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto, (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common StockCapital Stock held immediately prior to the effectiveness of the registration statement for the IPO; or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding The foregoing provisions of this Section 5 shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Purchaser or its Permitted Transferees may transfer shares Key Holders if all officers, directors and holders of Company more than one percent (1%) of the outstanding Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) after giving effect to the Company; or (iiiconversion into Common Stock of all outstanding Series D Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that underwriters in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer IPO that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance are consistent with this Section 4.1, and provided 5 or that are necessary to give further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)effect thereto.

Agreement to Lock-Up. The Purchaser Each Key Holder hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date that is one hundred specified by the Company and eighty the managing underwriter (180such period not to exceed l80 days), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) days after the Closing Date publication or other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the “Lock-Up Period”restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common StockCapital Stock held immediately prior to the effectiveness of the registration statement for the IPO; or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding The foregoing provisions of this Section 5 shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Purchaser or its Permitted Transferees may transfer shares Key Holders if all officers, directors and holders of Company more than 1% of the outstanding Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) after giving effect to the Company; or (iiiconversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that underwriters in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer IPO that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance are consistent with this Section 4.1, and provided 5 or that are necessary to give further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)effect thereto.

Agreement to Lock-Up. The Purchaser Each Key Holder hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the IPO and ending on the date that is specified by the Company and the managing underwriter (such period not to exceed one hundred and eighty (180) days after days) or such other period as may be requested by the Closing Date Company or an underwriter to accommodate regulatory restrictions on (1) the “Lock-Up Period”publication or other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common StockCapital Stock held immediately prior to the effectiveness of the registration statement for the IPO; or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding The foregoing provisions of this Section 8 shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Purchaser or its Permitted Transferees may transfer shares Key Holders if all officers, directors and holders of Company more than one percent (1%) of the outstanding Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) after giving effect to the Company; or (iiiconversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 8 and shall have the right, power and authority to enforce the provisions hereof as though they were a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that underwriters in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer IPO that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance are consistent with this Section 4.1, and provided 8 or that are necessary to give further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)effect thereto.

Agreement to Lock-Up. The Purchaser Each Key Holder hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to a Public Offering, the registration by the Company of shares of its Common Stock or any other equity securities on a registration statement (other than a Form S-8), and ending on the date that is specified by the managing underwriter or the Company, as applicable (such period not to exceed one hundred and eighty (180l80) days after or such other period as may be requested by the Closing Date Company or an underwriter to accommodate regulatory restrictions on (1) the “Lock-Up Period”publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA rules, or any successor provisions or amendments thereto), (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock; Stock (or other equity securities of the Company) or any securities convertible into or exercisable or exchangeable (directly or indirectly) for such Common Stock (or other equity securities) held or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding The foregoing provisions of this Section 5 shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement or to the establishment of a trading plan pursuant to Rule 10b5-1, the Purchaser or its Permitted Transferees may transfer shares of Company Common Stock provided that such plan does not permit transfers during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) to the Company; or (iii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of the restricted period. The Company’s stockholders having the right to exchange their shares underwriters are intended thirdparty beneficiaries of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 5 and there shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be no further transfer of such capital stock except in accordance reasonably requested by the underwriters that are consistent with this Section 4.1, and provided 5 or that are necessary to give further effect thereto. In the event a Key Holder is or becomes party to a lock-up or market standoff agreement with the Company or any third party beneficiary of this Section 5.1 that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior contains terms that are more restrictive to the expiration of Key Holder, the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior Key Holder agrees that the Key Holder shall be subject to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)more restrictive terms and compliance therewith shall be deemed compliance herewith.

Agreement to Lock-Up. The Each Purchaser hereby agrees that it will not, without the prior written consent of the Company during the period commencing on the Closing Date and ending on the date that is one hundred and eighty ninety (18090) days after the Closing Date (the “Lock-Up Period”) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Stock or other securities, in cash or otherwise; provided, that this Section 4.1 shall not apply to any transfer of Shares by such Purchaser to its Affiliates, provided that as a condition of such transfer, such Affiliate agrees in writing to be bound by the provisions of this Section 4.1 to the same extent as such Purchaser. Notwithstanding the foregoing, the each Purchaser or its their respective Permitted Transferees may transfer shares of Company Common Stock during the Lock-Up Period (ia) to (ai) such Purchaser’s Affiliates and its and their respective officers or directors, (bii) any immediate family members of such Purchaser’s officers or directors, or (ciii) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons persons or entities or their respective Affiliatesaffiliates, (iib) to the Company; or (iiic) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (i)(aa)(i) to (i)(ca)(iii), it shall be a condition to the transfer that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance with this Section 4.1, and provided further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the 271063633 v6 expiration of the Lock-Up Period, any Person person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a).

Agreement to Lock-Up. The Purchaser Each Key Holder hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date that is specified by the Company and the managing underwriter (such period not to exceed one hundred and eighty (180l80) days after days, or such other period as may be requested by the Closing Date Company or an underwriter to accommodate regulatory restrictions on (1) the “Lock-Up Period”publication or other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common StockCapital Stock held immediately prior to the effectiveness of the registration statement for the IPO; or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding The foregoing provisions of this Section 5 shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Purchaser or its Permitted Transferees may transfer shares Key Holders if all officers, directors and holders of Company more than one percent (1%) of the outstanding Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) after giving effect to the Company; or (iiiconversion into Common Stock of all outstanding Series A Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that underwriters in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer IPO that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance are consistent with this Section 4.1, and provided 5 or that are necessary to give further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)effect thereto.

Agreement to Lock-Up. The Purchaser Each Holder hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date that is specified by the Company and the managing underwriter (such period not to exceed one hundred and eighty (180l80) days after days), or such other period as may be requested by the Closing Date Company or an underwriter to accommodate regulatory restrictions on (1) the “Lock-Up Period”publication or other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common StockCapital Stock held immediately prior to the effectiveness of the registration statement for the IPO; or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding The foregoing provisions of this Section 5 shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Purchaser or its Permitted Transferees may transfer shares Holders if all officers, directors and holders of Company more than one percent (1%) of the outstanding Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) after giving effect to the Company; or (iiiconversion into Common Stock of all outstanding Series A Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that underwriters in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer IPO that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance are consistent with this Section 4.1, and provided 5 or that are necessary to give further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)effect thereto.

Agreement to Lock-Up. The Purchaser Holder hereby agrees that, in connection with an offering, initial or otherwise, of Common Stock to the public (a “Public Offering”), unless not required by the managing underwriter or lead placement agent of the Public Offering, it will enter into a lock-up agreement in customary form and subject to customary exceptions pursuant to which the Holder will agree that it will not, without the prior written consent of the Company during the period commencing on the Closing Date date of the final prospectus or offering circular relating to an Public Offering and ending on the date that is one hundred specified by the managing underwriter or lead placement agent, not to exceed 180 days from the date of the final prospectus or offering circular relating to the Public Offering (unless reasonably requested by the managing underwriter or lead placement agent in order to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and eighty (1802) days after analyst recommendations and opinions, pursuant to any applicable the Closing Date restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) (the “Lock-Up Period”) ): (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares Common Stock held immediately prior to the effectiveness of Company Common Stockthe registration statement or offering statement for the Public Offering; or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common Stockthe Contribution Securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Stock the Contribution Securities or other securities, in cash or otherwise. Notwithstanding the foregoing, the Purchaser ; provided that each other holder of 5% or its Permitted Transferees may transfer shares more of Company Common Stock during the Lockis bound by a substantially similar lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members up agreement. The foregoing provisions of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) this Section 3 shall not apply to the Company; or (iii) sale of any shares to an underwriter pursuant to an underwriting agreement. The underwriters, placement agents and selling agents, if any, in connection with the Public Offering are intended third-party beneficiaries of this Section 3 and shall have the right, power and authority to enforce the provisions hereof as though they were a liquidationparty hereto. The Holder agrees to execute such agreements as may be reasonably requested by the underwriters, mergerplacement agents or selling agents in the Public Offering that are consistent with this Section 3 or that are necessary to give further effect thereto, stock exchange, reorganization, tender offer or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that in the case obligation of clauses (i)(a) to (i)(c), it the Holder hereunder shall be a condition to conditioned on each officer, director and 5% beneficial holder of the transfer that the Permitted Transferee execute Contribution Securities entering into an agreement stating that in substantially the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except same form in accordance connection with this Section 4.1, and provided further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)Public Offering.

Agreement to Lock-Up. The Purchaser Each Key Holder hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date that is one hundred specified by the Company and eighty the managing underwriter (180such period not to exceed [***]) days after or such other period as may be requested by the Closing Date Company or an underwriter to accommodate regulatory restrictions on (1) the “Lock-Up Period”publication or other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common StockCapital Stock held immediately prior to the effectiveness of the registration statement for the IPO; or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, the Purchaser or its Permitted Transferees may transfer shares of Company Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) to the Company; or (iii) [***] The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that underwriters in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer IPO that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance are consistent with this Section 4.1, and provided 5 or that are necessary to give further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)effect thereto.

Agreement to Lock-Up. The Purchaser Each Key Holder hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date that is one hundred specified by the Company and eighty the managing underwriter (180such period not to exceed [***]), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) days after the Closing Date publication or other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the “Lock-Up Period”restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock; Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding otherwise (the foregoing, the Purchaser or its Permitted Transferees may transfer shares of Company Common Stock during the “Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) to the Company; or (iii) Up”). [***] The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that underwriters in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer IPO that the Permitted Transferee execute an agreement stating that the Permitted Transferee is receiving and holding such capital stock subject to this Section 4.1 and there shall be no further transfer of such capital stock except in accordance are consistent with this Section 4.1, and provided 5 or that are necessary to give further that any such transfer shall not involve a disposition for value. The term “Permitted Transferees” means, prior to the expiration of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)effect thereto.

Agreement to Lock-Up. The Purchaser Each Key Holder and Major Investor hereby agrees that it will not, without the prior written consent of the Company managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to the Company’s first underwritten public offering of its Common Stock under the Securities Act of 1933, as amended (the “IPO”), and ending on the date that is specified by the Company and the managing underwriter (such period not to exceed one hundred and eighty (180l80) days after days), or such other period as may be requested by the Closing Date Company or an underwriter to accommodate regulatory restrictions on (1) the “Lock-Up Period”publication or other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common StockCapital Stock held immediately prior to the effectiveness of the registration statement for the IPO; or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Company Common the Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Company Common Capital Stock or other securities, in cash or otherwise. Notwithstanding The foregoing provisions of this Section 5 shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, the Purchaser Key Holder or its Permitted Transferees may transfer shares of Company Common Stock during the Lock-Up Period (i) to (a) such Purchaser’s Affiliates and its and their respective officers or directors, (b) any immediate family members of such officers or directors, or (c) any direct or indirect partners, members or equity holders of Purchaser or any related investment funds or vehicles controlled or managed by such Persons or entities or their respective Affiliates, (ii) to the Company; or (iii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Company Common Stock for cashKey Holder, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (i)(a) to (i)(c), it shall be a condition to the transfer provided that the Permitted Transferee execute an agreement stating that trustee of the Permitted Transferee is receiving trust or the entity, as applicable, agrees to be bound in writing by the restrictions set forth herein and holding such capital stock subject to this Section 4.1 and there shall be no further transfer the terms of such capital stock except in accordance with this Section 4.1the Transaction Agreements, and provided further that any such transfer shall not involve a disposition for value, and shall only be applicable to the Key Holders and Major Investors if all officers and directors enter into similar agreements. The term “Permitted Transferees” means, prior to underwriters in connection with the expiration IPO are intended third-party beneficiaries of the Lock-Up Period, any Person or entity to whom such Purchaser is permitted to transfer such shares of Company Common Stock prior to the expiration of the Lock-Up Period pursuant to this Section 4.1(a)5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder and Major Investor further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto.