Common use of Clear Market Clause in Contracts

Clear Market. For a period of 45 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 90 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of each of Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the any filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract a Registration Statement on Form S-8 relating to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date a share-based compensation plan of the ProspectusCompany and its subsidiaries, inducement award or employee share purchase plan that is disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (iv); (iv) the issuance of up to 105.0% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in connection with mergers, acquisitions or commercial or other similar strategic transactionstransactions (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses), provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; or (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection confidential submission with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing Commission or FINRA of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on under the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transactionSecurities Act.

Clear Market. For a period of 45 60 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative, other than (A) the issuance of Shares to be sold hereunder, (B) the offering by the Company of the Convertible Notes in the Concurrent Financing Transaction and any shares of Stock issuable upon conversion of the Convertible Notes and (C) the entrance into and performance of any obligations under the Call Spread Confirmations, including the issuance of any shares of Stock issuable pursuant to the exercise and settlement or termination of the transactions under the Call Spread Confirmations. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, RSUs or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (viiii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 90 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of Representatives, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Common Stock or securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (including director stock units pursuant to a deferral plan, “RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described referred to generally in the Prospectus; (ii) grants or issuances of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described referred to generally in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing any shares of a registration statement on Form S-4 Common Stock issued pursuant to employee or other appropriate form with respect to the issuance by director benefit, compensation, incentive or stock purchase plans of the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after existing on the date of hereof and referred to generally in the ProspectusRegistration Statement; (iv) the issuance of up to 10% of the outstanding any shares of StockCommon Stock issued by the Company pursuant to the Company’s direct stock purchase and dividend reinvestment plan, existing or securities convertible intoapproved on or prior to the date hereof and referred to generally in the Registration Statement, exercisable for, the Pricing Disclosure Package and the Prospectus; or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described referred to generally in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 60 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 105% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in connection with one or more acquisitions of a company or business, assets or technology of another person or entity, joint ventures, commercial relationships or strategic alliances (including marketing or distribution arrangements, collaboration agreements or intellectual property licensing agreements) or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriter substantially in the form of Exhibit B hereto for the remainder of the 60-day lock-up period; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause or (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 180 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters substantially in the form of Exhibit D hereto for the remainder of the 180 day lock-up period; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (viiii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on as of the date of this Agreement Closing Date and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (iv) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Shares pursuant hereto and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (iv) during the 180-day restricted period described above shall enter into an agreement substantially in the form of Exhibit D hereto for the remainder of the 180 day lock-up period. If X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 [180] days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of [●], other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing of a registration statement Registration Statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the ProspectusS-8; (iv) the issuance of up to 10% of the outstanding shares of Stock, Stock or securities convertible into, into or exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, for Stock in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement connection with the UnderwriterReorganization Transactions; and (v) the filing issuance of (A) Stock or securities convertible into or exercisable or exchangeable for Stock as consideration for the acquisition of equity interests or assets of any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) aboveperson, or (B) the acquisition by the Company by any other manner of any business, properties, assets or persons, in one transaction or a series of related transactions, or the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any a registration statement on Form S-8 relating to such securities granted or to be granted (and the inclusion of other securities pursuant to any plan piggyback registration rights in effect existence on the date of this Agreement and or described in the Prospectus or any assumed benefit plan Registration Statement, the Pricing Disclosure Package and the Prospectus); provided that with respect to clause (v) above no more than an aggregate of [●]% of the number of shares of the Company’s capital stock outstanding immediately after the issuance and sale of the Shares pursuant to this Agreement are issued. If [●], in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(k) hereof for an acquisition officer or similar strategic transactiondirector of the Company and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 180 days after the date of the ProspectusProspectus (the “Company Lock-Up Period”), the Company will not (i) 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, lend, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Common Stock or securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (including net settlement), in each case outstanding on pursuant to the date terms of this Agreement an equity compensation plan disclosed in the Prospectus or pursuant to individual agreements between the Company and described certain members of its management as disclosed in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUsrestricted stock units, or other equity awards and the issuance of shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described disclosed in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect pursuant to the issuance by individual agreements between the Company and certain members of shares of Stock its management as disclosed in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iviii) the issuance of up to 105% of the outstanding shares of Common Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Common Stock, immediately following the Closing Date, in acquisitions connection with mergers, acquisitions, joint ventures, commercial or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an a merger, acquisition or similar other strategic transaction; (v) any securities of the Company issued in connection with the Restructuring Transactions; (vi) the confidential submission with the Commission or FINRA of any registration statement under the Securities Act, provided, however, that such confidential submission may only be made 7 days or more following written notice to the Representatives of the intention to make such submission; (vii) the purchase of shares of Common Stock pursuant to any employee stock purchase plan described in the Prospectus; or (viii) the facilitation of the establishment of a trading plan on behalf of a stockholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided that (a) such plans do not provide for the transfer of shares of Common Stock during the Company Lock-Up Period and (b) no filing by any party under the Exchange Act or other public announcement shall be required or made voluntarily in connection with such trading plan (other than the required disclosure on Form 10-Q or Form 10-K, as applicable, of the entrance into any trading plan during the relevant fiscal quarter, provided that such disclosure includes a statement to the effect that no transfers may be made pursuant to such trading plan during the Company Lock-Up Period). If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(o) hereof for an executive officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 90 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit toor, or except in the case of a registration statement on Form S-8 with respect to employee benefits plans described in the Registration Statement, Time of Sale Information and the Prospectus, file with, with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. The restrictions described above do not apply to Credit Suisse Securities (iUSA) LLC, other than (A) the issuance of Offered Securities to be sold hereunder, (B) any shares of Stock issued upon exercise of outstanding warrants or securities convertible into notes described in the Registration Statement, the Time of Sale Information and the Prospectus, (C) any stock options, restricted stock units or exercisable for other equity-based awards, and any shares of Stock underlying or subject to such compensatory awards, granted pursuant to employee benefit plans, equity incentive plans or other employee compensation plans disclosed in the conversion or exchange Registration Statement, the Time of convertible or exchangeable securities or Sale Information and the Prospectus, (D) any shares of Stock of the Company issued upon the exercise of warrants or options (including net exercise) or the settlement vesting of RSUs (including net settlement), in each case restricted stock units outstanding on the date of this Agreement hereof and described in the Prospectus; (ii) grants Registration Statement, the Time of stock options, stock awards, restricted stock, RSUs, or other equity awards Sale Information and the issuance of shares of Stock or Prospectus, (E) any securities convertible into or exercisable or exchangeable for shares of Stock (whether upon issued in connection with the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance acquisition by the Company of shares the securities, business, property or other assets of Stock another person or entity, or pursuant to any employee benefit plan assumed by the Company in connection with future business combinations any such acquisition, or acquisitions and the entering into of an acquisition agreement (F) any securities issued in connection with joint ventures, commercial relationships or other offer strategic transactions, provided, that prior to any issuance in the case of clause (E) or contract (F), the Company shall cause each such recipient of such securities to sell with respect thereto; provided execute and deliver to the Representative a Lock-Up Agreement substantially in the form of Exhibit A, and provided, further, that any issuance issuances in the case of such shares of Stock takes place 45 days clause (E) or more after (F) shall not, in the date of the Prospectus; (iv) the issuance of up to aggregate, exceed 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following capital stock of the Company outstanding as of the First Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 180 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing by the Company of a any registration statement on Form S-4 S-8 or other appropriate a successor form with respect thereto relating to a Company Stock Plan or employee stock purchase plan described in the issuance by Registration Statement, the Company of shares of Stock in connection with future business combinations or acquisitions Pricing Disclosure Package and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; and (iv) the issuance of up the Company’s securities by the Company in connection with mergers, acquisitions or commercial or strategic transactions (including without limitation joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements), provided that the aggregate number of shares issued pursuant to this clause (iv) does not exceed 10% of the Company’s securities outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, issuance and sale of the Underwritten Shares pursuant hereto; provided that such recipients of Stock or securities issued pursuant to clauses (i), (ii) and (iv) above shall enter into a lock-up agreement with the Underwriter; (vUnderwriters substantially in the form of Exhibit D hereto for the remainder of the 180-day restricted period described above. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(k) hereof for an officer or director of the filing Company and provide the Company with notice of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into the impending release or waiver by a press release substantially in connection with a transaction permitted by clause (iv) above, or (B) the filing form of any prospectus supplement in connection with Exhibit B hereto at least three business days before the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the effective date of this Agreement and described the release or waiver, the Company agrees to announce the impending release or waiver substantially in the Prospectus form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or any assumed benefit plan pursuant to an acquisition or similar strategic transactionwaiver.

Clear Market. For a period of 45 60 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 105% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause or (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 90 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, Stock or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or publicly disclose the intention to undertake any of the foregoing in clause (i) or (ii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus Prospectus, provided that such recipients who are newly appointed directors or (B) submitted for approval of executive officers enter into a lock-up agreement with the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersUnderwriters; (iii) the filing by the Company of a any registration statement on Form S-4 S-8 or other appropriate a successor form with respect thereto relating to any Company Stock Plan described in the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions Registration Statement and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 105% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; or (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 180 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of Prospectus, provided that such recipients enter into a lock-up agreement with the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersUnderwriters; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 105% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause or (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 180 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters each substantially in the form of Exhibit D hereto; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (viiii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (iv) the filing of any registration statement on Form S-4 relating to securities to be issued to the stockholders of SONDORS Electric Bike Company and SONDORS Electric Car Company (other than the Company) in connection with the mergers of SONDORS Electric Bike Company and SONDORS Electric Car Company with and into the Company, a subsidiary of the Company or subsidiaries of the Company; provided that, purposes of this clause (iv), the Company shall not file such Form S-4 without the Representative’s written consent, which shall not be unreasonably withheld. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 90 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or stock options (including net “net” or “cashless” exercise) or the settlement of RSUs stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance restricted stock units (“PSUs”) or other equity awards (in each case, including net “net” or “cashless” settlement), in each case outstanding on the date of this Agreement and described in the Registration Statement and the Prospectus; (ii) the issuance of up to 5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that the recipients of such securities enter into a lock-up agreement with the Underwriters; (iii) grants of stock options, stock awards, stock appreciation rights, restricted stock, RSUs, PSUs or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders Registration Statement and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; or (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 180 days after the date of the Prospectus, the Company will not (i) 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, lend, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC and Barclays Capital Inc., other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the offer, issuance, sale and disposition of the Shares under this Agreement, (ii) the issuance of shares of Common Stock or securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) or performance stock units (“PSUs”) (including net settlement), in each case case, outstanding on the date of this Agreement and described in the Prospectus; (iiiii) grants of stock options, stock awards, restricted stock, RSUs, PSUs, or other equity awards and the issuance of shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; Prospectus, provided that any issuance of such shares of Stock takes place 45 days recipient who is an executive officer or more after the date director of the ProspectusCompany enter into a lock-up agreement with the Underwriters; (iv) the issuance of up to 10% of the outstanding shares of Common Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Common Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing facilitation of (A) any registration statement on Form S-3 the establishment of a trading plan pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) aboveRule 10b5-1 under the Exchange Act, or (B) provided that such plan does not provide for the filing transfer of any prospectus supplement in connection with Common Stock during the foregoing clause (A), solely with respect to sales by selling stockholders thereunder180-day restricted period; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (vii) submission to the Commission of a draft registration statement under the Securities Act on a confidential basis pursuant to the rules of the Commission, provided that with respect to this clause (vii), (a) no public filing with the Commission or any other public announcement may be made during the 180-day restricted period in relation to such registration, (b) X.X. Xxxxxx Securities LLC and Barclays Capital Inc. must have received prior written notice from the Company of the submission of the draft registration statement with the Commission prior to the submission of the initial draft thereof during the 180-day restricted period at least seven business days prior to such submission and (c) no securities of the Company may be sold, distributed or exchanged prior to the expiration of the 180-day restricted period. If each of X.X. Xxxxxx Securities LLC and Barclays Capital Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, except where the release or waiver is effected solely to permit a transfer of shares of Common Stock that is not for consideration and where the transferee has agreed in writing to be bound by the same lock-up agreement terms in place for the transferor, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 180 days after the date of the Prospectus, the Company will not not, or publicly disclose the intent to, (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxx and Company, LLC and Xxxxx Xxxxxxx & Co. other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of Prospectus, provided that such recipients enter into a lock-up agreement with the Company’s stockholders and described Underwriters substantially in the definitive proxy statement for the Company’s 2024 Annual Meeting form of StockholdersExhibit D hereto; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 105% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, Stock immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters substantially in the form of Exhibit D hereto; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause or (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If X.X. Xxxxxx Securities LLC, Xxxxx and Company, LLC and Xxxxx Xxxxxxx & Co., in their joint discretion, agree to release or waive the restrictions set forth in a lock-up agreement described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver through a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 180 days after the date of the Prospectus, each of the Company and the Partnership will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, indirectly or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or any partnership interest in the Partnership, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to and prior written consent of the Representatives is not required with respect to (i) the issuance of shares of Stock or partnership units or securities convertible into or exercisable for shares of Stock or partnership units pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock Stock, partnership units or securities convertible into or exercisable or exchangeable for shares of Stock or partnership units (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (viiii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; and (iv) sales and other transfers made by PHC LLC, the Company, the Partnership and their respective subsidiaries necessary to effect the Formation Transactions. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(k) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 60 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) ), in the ordinary course, to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 105% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause or (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 180 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters each substantially in the form of Exhibit D hereto; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (viiii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (iv) the filing of any registration statement on Form S-4 relating to securities to be issued to the stockholders of SONDORS Electric Bike Company and SONDORS Electric Car Company (other than the Company) in connection with the mergers of SONDORS Electric Bike Company and SONDORS Electric Car Company with and into the Company, a subsidiary of the Company or subsidiaries of the Company; provided that, purposes of this clause (iv), the Company shall not file such Form S-4 without the Representatives’ written consent, which shall not be unreasonably withheld. If the Representatives, in their sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 90 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit toor, or except in the case of a registration statement on Form S-8 with respect to employee benefits plans described in the Registration Statement, Time of Sale Information and the Prospectus, file with, with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. The restrictions described above do not apply to Representatives, other than (iA) the issuance of Offered Securities to be sold hereunder, (B) any shares of Stock issued upon exercise of outstanding warrants or securities convertible into notes described in the Registration Statement, the Time of Sale Information and the Prospectus, (C) any stock options, restricted stock units or exercisable for other equity-based awards, and any shares of Stock underlying or subject to such compensatory awards, granted pursuant to employee benefit plans, equity incentive plans or other employee compensation plans disclosed in the conversion or exchange Registration Statement, the Time of convertible or exchangeable securities or Sale Information and the Prospectus, (D) any shares of Stock of the Company issued upon the exercise of warrants or options (including net exercise) or the settlement vesting of RSUs (including net settlement), in each case restricted stock units outstanding on the date of this Agreement hereof and described in the Registration Statement, the Time of Sale Information and the Prospectus; , (iiE) grants any securities issued in connection with the acquisition by the Company of stock optionsthe securities, stock awardsbusiness, restricted stock, RSUsproperty or other assets of another person or entity, or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition, or (F) any securities issued in connection with joint ventures, commercial relationships or other equity awards strategic transactions, provided, that prior to any issuance in the case of clause (E) or (F), the Company shall cause each such recipient of such securities to execute and deliver to the issuance Representatives a Lock-Up Agreement substantially in the form of Annex F, and provided, further, that any issuances in the case of clause (E) or (F) shall not, in the aggregate, exceed 10% of the shares of Stock or securities convertible into or exercisable or exchangeable for shares capital stock of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect Company outstanding as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 60 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUsrestricted stock units, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing grants of a registration statement on Form S-4 or other appropriate form with respect to inducement awards and the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering securities convertible into of an acquisition agreement or other offer exercisable or contract to sell with respect thereto; provided that any issuance of such exchangeable for shares of Stock takes place 45 days (whether upon the exercise of inducement awards or more after the date otherwise) to persons not previously an employee or director of the ProspectusCompany, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company pursuant to the terms of an inducement plan that the Company may adopt, authorizing the issuance of up to 500,000 shares of Stock; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus Prospectus, any plan proposed to be adopted and described in this Agreement or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Stock, provided that such plan does not provide for the transfer of Stock during the lock-up period; or (vii) the filing of any registration statement required by the terms of existing registration rights agreements described in the Prospectus.

Clear Market. For a period of 45 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, Stock or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or publicly disclose the intention to undertake any of the foregoing in clause (i) or (ii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of Prospectus, provided that such recipients enter into a lock-up agreement with the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersUnderwriters; (iii) the filing by the Company of a any registration statement on Form S-4 S-8 or other appropriate a successor form with respect thereto relating to any Company Stock Plan described in the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions Registration Statement and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 105% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; or (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 180 days after the date of the Prospectus, the Company will not, and will not publicly disclose the intention to, (i) 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, lend, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or publicly file with, the Commission a registration statement under the Securities Act relating to, any Class A Common Shares, Class B common shares of Stock par value $0.002 per share (together with the Class A Common Shares, the “Common Shares”), or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoingCommon Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Company’s Common Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Common Shares or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock Common Shares or securities convertible into or exercisable for shares of Stock Common Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock share awards, restricted stockshares, RSUs, restricted stock units or other equity awards and the issuance of shares of Stock Common Shares or securities convertible into or exercisable or exchangeable for shares of Stock Common Shares (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (viiii) the filing of any registration statement (A) on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transactiontransaction or (B) in connection with the registration of shares pursuant to a demand registration from shareholders for which the 180-day restricted period shall have expired early pusuant to the terms of the “lock-up” agreement substantially in the form of Exhibit D hereto; (iv) the issuance of Common Shares in connection with the Reorganization Transactions; (v) the issuance of Common Shares or other securities (including securities convertible into Common Shares) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (vi) the issuance of Common Shares or other securities (including securities convertible into Common Shares) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (v) and (vi), the aggregate number of Common Shares issued in all such acquisitions and transactions does not exceed 10% of the outstanding Common Shares of the Company following the offering of the Shares and any recipients of such Common Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit D hereto. If the Representatives in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(m) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 90 days after the date of the Prospectus, the Company will not not, or publicly disclose the intent to, (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 105% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, Stock immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters substantially in the form of Exhibit A hereto; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause or (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 180 days after the date of the Prospectus, the Company will not (i) 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, lend, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause clauses (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives. The restrictions described above do not apply to (i) the Shares to be sold hereunder; (ii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iiiii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of Prospectus, provided that such recipients enter into a lock-up agreement with the Company’s stockholders and described Underwriters substantially in the definitive proxy statement for the Company’s 2024 Annual Meeting form of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the ProspectusExhibit D hereto; (iv) the issuance of up to 107.5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, Stock issued and outstanding immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters substantially in the form of Exhibit D hereto; or (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(k) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 180 days after the date of the Prospectus, the Company will not (i) 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, lend, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the offer, issuance, sale and disposition of the Shares hereunder, (ii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iiiii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; Prospectus, provided that any issuance of such shares of Stock takes place 45 days or more after recipients enter into a lock-up agreement with the date of the ProspectusUnderwriters; (iv) the issuance of up to 105 % of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; or (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(l) (No Legal Impediment to Issuance and/or Sale) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 90 days after the date of the Prospectus, the Company will not or publicly disclose the intention to undertake any of the following: (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of Mxxxxx Sxxxxxx & Co. LLC and Pxxxx Xxxxxxx & Co., other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; Prospectus, provided that any issuance of such shares of Stock takes place 45 days or more after recipient, to the date of the Prospectus; (iv) the issuance of extent not already a party to a lock-up to 10% of the outstanding shares of Stockagreement with Representatives, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter enters into a lock-up agreement with substantially in the Underwriter; form of Exhibit D hereto for the remainder of the 90 day lock-up period (v) the filing of (A) except for any registration statement on Form S-3 RSUs issued pursuant to any registration rights agreement separation and/or consulting agreements entered into in connection with a transaction permitted by clause the termination of certain named executive officers as described in the Report on Form 8-K dated June 7, 2023); and (iv) above, or (Biii) the filing of any prospectus supplement in connection with by the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing Company of any registration statement on Form S-8 or a successor form thereto relating to securities granted a Company equity incentive plan or to be granted pursuant to any employee stock purchase plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transactionRegistration Statement, the Pricing Disclosure Package and the Prospectus.

Clear Market. For a period of 45 90 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters substantially in the form of Exhibit A hereto for the remainder of the 90 day lock-up period; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (viiii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on as of the date of this Agreement Closing Date and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (iv) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Shares pursuant hereto and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (iv) during the 90-day restricted period described above shall enter into an agreement substantially in the form of Exhibit A hereto for the remainder of the 90 day lock-up period.

Clear Market. For a period of 45 60 days after the date of the Prospectus, the Company will not (i) 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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any hedging, swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of J.X. Xxxxxx Securities LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an inducement plan or an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions acquisitions, strategic transactions of assets or other similar strategic transactionsacquisition of equity of another entity or in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements, intellectual property license agreements, or lending agreements or arrangements), provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause or (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (viiii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (iv) the filing of any registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of any class of the common stock of the Company or any securities convertible into or exercisable or exchangeable for shares of any class of the Company’s common stock in connection with future business combinations or acquisitions (or the entering into of an acquisition or similar agreement with respect thereto); provided that, in the case of clause (iv), the aggregate number of shares of common stock issued in connection with, all such business combinations or acquisitions does not exceed 5% of the aggregate number of shares of common stock outstanding immediately following the offering of shares pursuant to this Agreement and the recipient of the shares of common stock agrees in writing to be bound by the same terms described in the “lock-up” agreement described in Section 8(m) hereof.

Clear Market. For a period of 45 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, Stock or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or publicly disclose the intention to undertake any of the foregoing in clause (i) or (ii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of JPM and BofA, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus, provided each newly appointed director or executive officer that is a recipient of such securities during the Restricted Period enter into a lock up agreement with the Underwriters; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) a Company Stock Plan, in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of Prospectus, including the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of 2021 Employee Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; Purchase Plan, provided that any issuance each newly appointed director or executive officer that is a recipient of such shares of Stock takes place 45 days or more after securities during the date Restricted Period shall enter into a lock-up agreement with the Underwriters substantially in the form of the ProspectusExhibit A hereto; (iviii) the issuance of up to 105% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters substantially in the form of Exhibit A hereto; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause or (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 180 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; Prospectus, provided that any issuance of such shares of Stock takes place 45 days or more after recipient, to the date of the Prospectus; (iv) the issuance of extent not already a party to a lock-up to 10% of the outstanding shares of Stockagreement with Representatives, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter enters into a lock-up agreement with substantially in the Underwriterform of Exhibit D hereto for the remainder of the 180 day lock-up period; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (viiii) the filing of any registration statement on Form S-8 or successor form thereto relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (iv) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (iv) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Shares pursuant hereto and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (iv) during the 180-day restricted period described above shall enter into an agreement substantially in the form of Exhibit D hereto for the remainder of the 180 day lock-up period. If X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(m) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 90 days after the date of the Prospectus, the Company will not (i) 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, lendhedge, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or (iii) file any registration statement (other than on Form S-8 or any successor form thereto with respect to securities issued or issuable under the Company’s equity incentive plans described in the Pricing Disclosure Package) with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative. The restrictions described above do contained in the preceding paragraph shall not apply to (ia) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock or securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or upon the exercise of warrants an option or options (including net exercise) warrant or the settlement conversion of RSUs (including net settlement), in each case a security outstanding on the date hereof and disclosed in each of this Agreement the Registration Statement, the Pricing Disclosure Package and described in the Prospectus; , (iic) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance by the Company of shares of Common Stock, options to purchase shares of Common Stock, or restricted stock unit or other equity-based awards that are subject to settlement in shares of Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to the Company’s equity incentive plans described in each of the Registration Statement, the Pricing Disclosure Package and Prospectus; provided that the Company shall cause any recipient of shares pursuant to clause (c) who is an executive officer or director of the Company to execute and deliver to you, on or prior to such issuance, a “lock-up” agreement, substantially in the form of Annex D hereto, (d) the offer and sale of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock pursuant to any equity distribution or similar agreement for sales of securities through an “at the market offering” as such term is defined in Rule 415 of the Securities Act, or (e) the sale or issuance of or entry into an agreement to sell or issue shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Common Stock in connection with future business combinations the Company’s acquisition of one or acquisitions and the entering into more businesses, products, assets or technologies (whether by means of an acquisition agreement merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, collaboration or licensing agreements, marketing or distribution arrangements, commercial relationships or other offer strategic transactions; provided, that, the aggregate number of shares of Common Stock that the Company may sell or contract issue or agree to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; issue pursuant to this clause (ive) the issuance of up to 10shall not exceed 5% of the outstanding total number of shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, Common Stock issued and outstanding immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with completion of the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted transactions contemplated by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described provided further that the Company shall cause any recipient of shares pursuant to this clause (e) to execute and deliver to you, on or prior to such issuance, a “lock-up” agreement, substantially in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transactionform of Annex D hereto.

Clear Market. For a period of 45 60 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxxxx LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by Prospectus, provided that the Company of shares of Stock in connection with future business combinations shall cause each newly appointed director or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided executive officer that any issuance is a recipient of such shares of Stock takes place 45 days or more after the date other securities of the Prospectus; (iv) the issuance of up Company to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters substantially in the form of Exhibit A hereto for the remainder of the 60 day lock-up period; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (viiii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on as of the date of this Agreement Closing Date and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (iv) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Shares pursuant hereto and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (iv) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit A hereto for the remainder of the 60 day lock-up period.

Clear Market. For a period of 45 180 days after the date of the Prospectus, the Company will not or publicly disclose the intention to undertake any of the following: (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; Prospectus, provided that any issuance of such shares of Stock takes place 45 days or more after recipient, to the date of the Prospectus; (iv) the issuance of extent not already a party to a lock-up to 10% of the outstanding shares of Stockagreement with Representatives, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter enters into a lock-up agreement with substantially in the Underwriterform of Exhibit D hereto for the remainder of the 180 day lock-up period; and (viii) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing Company of any registration statement on Form S-8 or a successor form thereto relating to securities granted a Company equity incentive plan or to be granted pursuant to any employee stock purchase plan in effect on the date of this Agreement and described in the Prospectus Registration Statement, the Pricing Disclosure Package and the Prospectus. If X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, in their sole discretion, agree to release or any assumed benefit plan pursuant waive the restrictions set forth in a lock-up letter described in Section 6(m) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to an acquisition announce the impending release or similar strategic transactionwaiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 180 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of Prospectus, provided that such recipients enter into a lock-up agreement with the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersUnderwriters; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% [5.0]% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause or (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If X.X. Xxxxxx Securities LLC and Xxxxxxx Sachs & Co. LLC, in their sole discretion, agree to release or waive the restrictions, as set forth in a lock-up letter, described in Section 6([h]) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 90 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of J.X. Xxxxxx Securities LLC and Jxxxxxxxx LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) the issuance of shares of Stock or securities convertible into or exchangeable for shares of Stock in connection with a bona fide acquisition, licensing or other strategic transaction entered into after the Effective Date of this Agreement, provided (1) that the aggregate number of shares issued pursuant to this clause (iv) shall not exceed ten percent (10%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto and (2) each recipient of such shares pursuant to this clause (iv) shall have executed and delivered to the Representatives, on or prior to the issuance of such shares, a lock-up letter on the same terms as the lock-up agreement referred to in Section 6(l) hereof; or (v) the filing of a post-effective amendment on Form S-3 to the Company’s effective Registration Statement on Form S-1 (Reg. No. 333-239161) with no additional securities to be added to such filing.

Clear Market. For a period of 45 180 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or publicly disclose the intention to undertake any of the transactions described in clause (i) or (ii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than the Shares to be sold hereunder. The restrictions described in the paragraph above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) the Company’s facilitating of the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Stock by a stockholder, director or officer, provided that (x) such plan does not provide for the transfer of such Stock during the Restricted Period and (y) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Stock may be made under such plan during the Restricted Period; or (v) the Company’s issuance of common stock or any securities convertible into, or exercisable or exchangeable for, common stock, or the entry into an agreement to issue common stock or any securities convertible into, or exercisable or exchangeable for, common stock, in connection with any merger, joint venture, strategic alliances, commercial or other collaborative transaction or the acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition, provided that (x) the aggregate number of shares of common stock issued or issuable pursuant to this clause (v) shall not exceed ten percent (10%) of the Stock and (y) the recipient of any such shares of our common stock or securities issued pursuant this clause (v) during the Restricted Period shall enter into (if it has not previously entered into) a lock-up agreement. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 62 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders Prospectus; and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing issuance of a registration statement on Form S-4 shares of Stock or other appropriate form any securities convertible into or exercisable or exchangeable for Stock in connection with respect to the issuance acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (iii) (x) the aggregate number of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to does not exceed 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, Stock of the Company immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that issuance and sale of the Underwritten Shares pursuant to this Agreement and (y) any such recipients recipient shall enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described substantially in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transactionform of Exhibit A hereto.

Clear Market. For a period of 45 90 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoingforegoing (except for any registration statement on Form S-8 or a successor form thereto relating to a Company Stock Plan), or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of J.X. Xxxxxx Securities LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) or employee stock purchase plan in effect as of the Closing Date and described in the Prospectus Registration Statement, the Pricing Disclosure Package and the Prospectus; or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into issued in connection with a transaction permitted by with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of equity of another entity, provided that (I) the aggregate number of shares issued pursuant to this clause (iviii) above, or shall not exceed five percent (B5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Shares pursuant hereto and (II) the filing Company shall cause each recipient of any prospectus supplement in connection with such securities to execute and deliver to the foregoing clause (A)Representative, solely with respect on or prior to sales by selling stockholders thereunder; and (vi) the filing issuance of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect such securities, a lock-up letter on the date of this Agreement and described same terms as the lock-up letter referred to in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transactionSection 8(l) hereof.

Clear Market. For a period of 45 90 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter. The restrictions described above do not apply to J.X. Xxxxxx Securities LLC and Gxxxxxx Sachs & Co. LLC, other than (ia) the issuance of Shares to be sold hereunder, (b) any shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or Company issued upon the exercise of warrants options granted under Company Stock Plans, (c) the grant or issuance by the Company of employee, consultant, or director stock options (including net exercise) or restricted stock in the settlement ordinary course of RSUs (including net settlement), in each case outstanding on business under the date of this Agreement and Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; , (iid) grants the filing by the Company of stock optionsany registration statement on Form S-8 or a successor form relating to the shares granted pursuant to or reserved for issuance under Company Stock Plans described in the Registration Statement, stock awardsthe Pricing Disclosure Package and the Prospectus, restricted stock, RSUs(e) the filing by the Company of a registration statement on Form S-3, or other equity awards a successor form, including any amendments thereto and including in connection with the issuance of entry into any “at the market” offering program; provided that the Company does not issue any shares of Stock Stock, or any securities convertible into or exercisable or exchangeable for shares Stock, thereunder during the 90-day restriction period, (f) the issuance of Stock (whether upon securities in connection with the exercise acquisition by the Company or any of stock options its subsidiaries of the securities, businesses, property or otherwise) other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company’s employees, officers, directors, advisorsCompany in connection with any such acquisition, or consultants pursuant to (g) the terms issuance of an equity compensation plan securities in connection with joint ventures, commercial relationships, or other strategic transactions; provided that, (Ax) in effect as the case of clauses (f) and (g), the Closing Date aggregate number of shares issued in all such acquisitions and described in the Prospectus or (B) submitted for approval transactions taken together does not exceed 5% of the Company’s stockholders outstanding common stock following the offering of Common Stock contemplated by this Agreement and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iiiy) the filing of a registration statement on Form S-4 or other appropriate form with respect each person to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of whom such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, are issued or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on clauses (b), (c), (d), (f) and (g) during the date of this Agreement and 90-day restriction period described above executes or has executed a “lock-up” agreement in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transactionform of Exhibit B hereto.

Clear Market. For a period of 45 90 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and pursuant to the Company’s equity incentive plans as described in the ProspectusProspectus or the documents incorporated by reference; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholdersdocuments incorporated by reference; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 105.0% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause or (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 180 days after the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not (i) 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, lend, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 105% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions connection with any bona fide licensing, commercialization, joint venture, technology transfer, acquisition, development collaboration or other similar strategic transactionstransaction, provided that for (i)-(iii) such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause or (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit D hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 90 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, Stock or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or publicly disclose the intention to undertake any of the foregoing in clause (i) or (ii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of JPM, Cxxxx and Leerink Partners, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus, provided each newly appointed director or executive officer that is a recipient of such securities during the Restricted Period enter into a lock up agreement with the Underwriters; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) a Company Stock Plan, in effect as of the Closing Date and described in the Prospectus Prospectus, provided that each newly appointed director or (B) submitted for approval executive officer that is a recipient of such shares of Stock or securities during the Company’s stockholders and described Restricted Period shall enter into a lock-up agreement with the Underwriters substantially in the definitive proxy statement for the Company’s 2024 Annual Meeting form of StockholdersExhibit A hereto; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and pursuant to the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the ProspectusAxxxx Asset Purchase Agreement; (iv) the issuance of up to 107.5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions acquisitions, collaborations or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (v) Underwriters substantially in the filing form of (A) any registration statement on Form S-3 Exhibit A hereto, provided, however, that shares of Stock issued pursuant to any registration rights agreement entered into in connection with a transaction permitted by this clause (iv) above, or shall not be deemed to include shares of Stock issued pursuant to the Axxxx Asset Purchase Agreement; (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (viv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the filing of any resale registration statement on Form S-3 registering, on behalf of the selling stockholders named therein, the resale of shares of Stock issued by the Company pursuant to that certain Stock Issuance Agreement by and between the Company and Zentalis Pharmaceuticals, Inc., dated as of January 5, 2024, and pursuant to the Axxxx Asset Purchase Agreement; or (vii) facilitating the establishment of a trading plan on behalf of a shareholder, officer, employee or director of the Company pursuant to Rule 10b5-1 under the Exchange Act (each such plan, a “Trading Plan”) for the transfer of shares of Stock; provided, that (1) such Trading Plans do not provide for the transfer of shares of Stock during the Restricted Period and (2) no filing by any party under the Exchange Act or other public announcement shall be made voluntarily in connection with such Trading Plan.

Clear Market. For a period of 45 60 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters;; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (viiii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 180 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for StockOrdinary Shares, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock Ordinary Shares or securities convertible into or exercisable for shares of Stock Ordinary Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted share units (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) the issuance of up to 5% of the outstanding Ordinary Shares, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Ordinary Shares, in acquisitions or other similar strategic transactions; or (iii) grants of stock share options, stock share awards, restricted stockshares, RSUsrestricted share units, or other equity awards and the issuance of shares of Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Stock Ordinary Shares (whether upon the exercise of stock share options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described Prospectus, provided in the definitive proxy statement for the Company’s 2024 Annual Meeting case of Stockholders; clause (iiiii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (vUnderwriters. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(o) hereof for an officer or director of the filing Company and provide the Company with notice of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into the impending release or waiver substantially in connection with a transaction permitted by clause (iv) above, or (B) the filing form of any prospectus supplement in connection with Exhibit B hereto at least three business days before the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the effective date of this Agreement and described the release or waiver, the Company agrees to announce the impending release or waiver substantially in the Prospectus form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or any assumed benefit plan pursuant to an acquisition or similar strategic transactionwaiver.

Clear Market. For a period of 45 180 days after the date of the Prospectus, the neither Company Party will, or will not publicly disclose an intention to, (i) 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, lend, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of each of X.X. Xxxxxx Securities LLC, Xxxxx Xxxxxxx & Co. and Evercore Group L.L.C., other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs phantom incentive awards, restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement Closing Date and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; and (iv) the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for Stock in connection with the Reorganization Transactions as described in the Prospectus. If each of X.X. Xxxxxx Securities LLC, Xxxxx Xxxxxxx & Co. and Evercore Group L.L.C., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(k) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit A hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 90 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentative, other than the Securities to be sold hereunder. The restrictions described above do not apply to (i) the Securities to be sold hereunder and the delivery of the Warrant Shares upon exercise of the Warrants, (ii) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iiiii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of Registration Statement, the Company’s stockholders Pricing Disclosure Package and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan contemplated by clause (v); and (v) pursuant to an acquisition or similar strategic transactiontransaction or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition or similar transaction or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (v) shall not exceed ten percent (10%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Securities pursuant hereto and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (v) during the 90-day restricted period described above shall enter into an agreement substantially in the form of Exhibit B hereto for the remainder of the 90-day lock-up period.

Clear Market. For a period of 45 60 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause or (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 60 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of and Jxxxxxxxx LLC and Credit Suisse Securities (USA) LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) the issuance of shares of Stock or securities convertible into or exchangeable for shares of Stock in connection with a bona fide acquisition, licensing or other strategic transaction entered into after the Effective Date of this Agreement, provided (1) that the aggregate number of shares issued pursuant to this clause (iv) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto and (2) each recipient of such shares pursuant to this clause (iv) shall have executed and delivered to the Representatives, on or prior to the issuance of such shares, a lock-up letter on the same terms as the lock-up agreement referred to in Section 6(k) hereof; and (v) the filing of any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Shares.

Clear Market. For a period of 45 90 days after the date of the ProspectusProspectus (the “Company Lock-Up Period”), the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of Prospectus, provided that such recipients enter into a lock-up agreement with the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersUnderwriters; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 105% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause or (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of any one of BofA Securities, Inc. (“BofA”), X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxxxxx LLC (“Jefferies”), other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (viiii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (iv) the filing of any registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of any class of the common stock of the Company or any securities convertible into or exercisable or exchangeable for shares of any class of the Company’s common stock in connection with future business combinations or acquisitions (or the entering into of an acquisition or similar agreement with respect thereto); provided that, in the case of clause (iv), the aggregate number of shares of common stock issued in connection with, all such business combinations or acquisitions does not exceed 5% of the aggregate number of shares of common stock outstanding immediately following the offering of shares pursuant to this Agreement and the recipient of the shares of common stock agrees in writing to be bound by the same terms described in the “lock-up” agreement described in Section 6(m) hereof.

Clear Market. For a period of 45 60 days after the date of the Prospectus, the Company will not (i) 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, lend, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Underwriter, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net any “net” or “cashless” exercise) or the settlement of RSUs (including net any “net” or “cashless” settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; , (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus Prospectus, (iii) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Stock, provided that (B1) submitted such plan does not provide for approval the transfer of Stock during such 60-day period and (2) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Stock may be made under such plan during such 60-day period, (iv) the repurchase of any shares of Stock pursuant to the Company’s stockholders existing share repurchase programs, agreements or rights providing for an option to repurchase or a right of first refusal on behalf of the Company pursuant to the Company’s repurchase rights or agreements that were in existence on the date hereof and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; Prospectus and (iiiv) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable forexchangeable for or that represent the right to receive shares of Stock in connection with (1) the acquisition by the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement, or which are otherwise exchangeable for(2) the Company’s joint ventures, Stock, immediately following the Closing Date, in acquisitions or commercial relationships and other similar strategic transactions, provided the aggregate number of shares of Stock that such recipients enter into a lock-up agreement with the Underwriter; Company may sell or issue or agree to sell or issue pursuant to this clause (v) shall not exceed 5% of the filing total number of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted shares of Stock outstanding immediately following the offering of the Shares contemplated by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transactionAgreement.

Clear Market. For a period of 45 60 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of J.X. Xxxxxx Securities LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing of a any registration statement on Form S-4 S-3 or other appropriate form with respect post-effective amendment to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted that certain Registration Rights Agreement dated as of July 1, 2021 by clause and among the Company and the shareholders named therein; (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect registration statement on Form S-8 or post-effective amendment to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (v) establishing or facilitating the establishment of a trading plan on behalf of the Company or a stockholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Stock, provided that (a) such plan does not provide for the transfer of shares of Stock during the Restricted Period and (b) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of shares of Stock may be made under such plan during the Restricted Period.

Clear Market. For a period of 45 90 days after the date of the Prospectus, the Company will not not, or publicly disclose the intent to, (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and or described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 105% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, Stock immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters substantially in the form of Exhibit A hereto; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause or (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Clear Market. For a period of 45 180 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than the Shares to be sold hereunder, the Mandatory Convertible Preferred Stock to be sold in the Concurrent Offering, any Common Stock issued as payment of a dividend on the shares of Mandatory Convertible Preferred Stock and the Stock issuable upon conversion of the Mandatory Convertible Preferred Stock. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (viiii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) as a bona fide gift to a charitable organization provided that any such transfer shall not involve a disposition for value or (v) the issuance by the Company of shares of Stock or other securities convertible into, exchangeable for or that request the right to receive shares of Stock in connection with (x) the acquisition by the Company or any of its subsidiaries of the securities, business, technology, property, personnel or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any securities provided pursuant to any such agreement, or (y) the issuance by the Company of shares of Stock or securities convertible into, exchangeable for or that represent the right to receive shares of Stock in connection with the Company’s joint ventures, commercial relationships and other strategic relationships, provided, that the aggregate number of shares of Stock that the Company may sell or issue or agree to sell or issue pursuant to clause (v) shall not exceed 5% of the total number of shares of common stock of the company outstanding immediately following the issuance of the shares of Stock contemplated by this Agreement, provided that such transferee agrees to enter into lock-up restrictions substantially similar in scope and duration as the lock-up letter described in Section 6(l) hereof. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 180 days after the date of the Prospectus, the Company will not, and will not publicly disclose an intention to, (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, to any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such swap, other agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxxx & Co. LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of rights, warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity employee benefit plan, qualified stock option plan or other employee compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing of a registration statement Registration Statement on Form S-4 or other appropriate form with respect S-8 to the issuance by the Company of register shares of Stock issuable pursuant to any plans referred to in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus(ii), above; (iv) the issuance of up to 10% of the outstanding shares of Stock, Stock or securities convertible into, into or exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, for Stock in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement connection with the UnderwriterReorganization Transactions; (v) the filing issuance of (A) Stock or the entrance into an agreement to issue Stock or any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) abovesecurities convertible into, or (B) exercisable or exchangeable for, Stock as consideration for the acquisition of equity interests or assets of any person, or the acquisition by the Company by any other manner of any business, properties, assets or persons, in one or more transactions or a series of related transactions, or the filing of any prospectus supplement a registration statement relating to such securities (and the inclusion of other securities pursuant to piggyback registration rights in connection with existence on the foregoing clause (Adate of this Agreement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted a Registration Statement pursuant to any plan the West Munger Registration Rights Agreement (as defined in effect on the Prospectus); provided that with respect to clause (v) above no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding immediately after the issuance and sale of the Shares pursuant to this Agreement are issued; and, provided further, that, except in connection with the issuance of shares to the security holders of a person, the common stock of which is (or was, immediately prior to the closing of the applicable transaction) registered pursuant to Section 12 of the Exchange Act, the recipients thereof provide to the Representatives a signed lock-up letter substantially in the form of the lock-up letter described in Section 6(k) hereof. If X.X. Xxxxxx Securities LLC, Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxxx & Co. LLC, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(k) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of this Agreement and described the release or waiver, the Company agrees to announce the impending release or waiver substantially in the Prospectus form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or any assumed benefit plan pursuant to an acquisition or similar strategic transactionwaiver.

Clear Market. For a period of 45 60 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersProspectus; (iii) the filing by the Company of a any registration statement on Form S-4 S-8 or other appropriate a successor form with respect thereto relating to a Company Stock Plan or employee stock purchase plan described in the issuance by Registration Statement, the Company of shares of Stock in connection with future business combinations or acquisitions Pricing Disclosure Package and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; and (iv) the issuance of up the Company’s securities by the Company in connection with mergers, acquisitions or commercial or strategic transactions (including without limitation joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements), provided that the aggregate number of shares issued pursuant to this clause (iv) does not exceed 10% of the Company’s securities outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, issuance and sale of the Underwritten Shares pursuant hereto; provided that such recipients of Stock or securities issued pursuant to clauses (i), (ii) and (iv) above shall enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described Underwriters substantially in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transactionform of Exhibit C hereto for the remainder of the 60-day restricted period described above.

Clear Market. For a period of 45 60 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of Xxxxxxxxx LLC and Guggenheim Securities, LLC other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and or described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) or employee stock purchase plan in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of Registration Statement, the Company’s stockholders Pricing Disclosure Package and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (viiii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on as of the date of this Agreement Closing Date and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) shares of Stock to The Broad Institute and the President and Fellows of Harvard College pursuant to the Company’s Cas9 License Agreement; (v) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (v) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Shares pursuant hereto and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (v) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit A hereto for the remainder of the 60 day lock-up period; (vi) the issuance by the Company of shares of Common Stock in connection with sales under an “at-the-market” equity offering program pursuant to an Open Market Sale AgreementSM (the “Sale Agreement”) between the Company and Xxxxxxxxx LLC dated as of July 1, 2022, provided no sales shall be made under the Sale Agreement until the earlier of (x) the exercise in full by the Underwriters of their option to purchase the Option Shares or (y) the thirtieth day following the date of the Prospectus; or (vii) the issuance and sale by the Company in a private placement concurrently with the offering of the Underwritten Shares contemplated hereby to Xxx Xxxxx and Company at the same price as the public offering price as the Underwritten Shares.

Clear Market. For a period of 45 90 days after the date of the Prospectus, the Company will not, and will not publicly disclose the intention to, (i) 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, lend, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or publicly file with, the Commission a registration statement under the Securities Act relating to, any Class A Common Shares, Class B common shares of Stock par value $0.002 per share (together with the Class A Common Shares, the “Common Shares”), or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoingCommon Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock Company’s Common Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock Common Shares or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock Common Shares or securities convertible into or exercisable for shares of Stock Common Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock share awards, restricted stockshares, RSUs, restricted stock units or other equity awards and the issuance of shares of Stock Common Shares or securities convertible into or exercisable or exchangeable for shares of Stock Common Shares (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (viiii) the filing of any registration statement (A) on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transactiontransaction or (B) in connection with the registration of shares pursuant to a demand registration from shareholders for shares not subject to any lock-up restrictions; (iv) the issuance of Common Shares or other securities (including securities convertible into Common Shares) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (v) the issuance of Common Shares or other securities (including securities convertible into Common Shares) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (iv) and (v), the aggregate number of Common Shares issued in all such acquisitions and transactions does not exceed 10% of the outstanding Common Shares of the Company following the offering of the Shares and any recipients of such Common Shares shall deliver a “lock-up” agreement substantially in the form of Exhibit C hereto. If the Representatives in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 8(m) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit A hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 180 days after the date of the ProspectusProspectus (the “Company Lock-Up Period”), the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of Prospectus, provided that such recipients enter into a lock-up agreement with the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersUnderwriters; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 105% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause or (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver by a press release substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 45 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of Prospectus, provided that such recipients enter into a lock-up agreement with the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of StockholdersUnderwriters; (iii) the filing issuance of a registration statement on Form S-4 or other appropriate form with respect to the issuance Shares as contemplated by the Company of shares of Stock in connection with future business combinations Purchase Agreement or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transactionUnderwriters.

Clear Market. For a period of 45 90 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, other than the UnderwriterShares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; Prospectus, provided that any issuance of such shares of Stock takes place 45 days or more after recipient, to the date of the Prospectus; (iv) the issuance of extent not already a party to a lock-up to 10% of the outstanding shares of Stockagreement with Representatives, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter enters into a lock-up agreement with substantially in the Underwriterform of Exhibit A hereto for the remainder of the 90 day lock-up period; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (viiii) the filing of any registration statement on Form S-8 or successor form thereto relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (iv) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (iv) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Shares pursuant hereto and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (iv) during the 90-day restricted period described above shall enter into an agreement substantially in the form of Exhibit A hereto for the remainder of the 90 day lock-up period.

Clear Market. For a period of 45 60 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) or stock purchase plan in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; Prospectus, (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriter; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (vi) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction, (iv) the issuance by the Company of up to 5% of the outstanding shares of Stock immediately following the Closing Date issued by the Company in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity or (v) amend an existing equity compensation plan or adopt a new equity compensation plan, file a registration statement on Form S-8 relating to securities granted or to be granted pursuant such amended or new equity compensation plan, and issue securities pursuant to such amended or new equity compensation plan, provided that such amended or new equity compensation plan satisfies the transaction requirements of General Instruction A.1 of Form S-8 under the Securities Act.

Clear Market. For a period of 45 60 days after the date of the Prospectus, the Company will not (i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the UnderwriterRepresentatives other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and or described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan (A) in effect as of the Closing Date and described in the Prospectus or (B) submitted for approval of Registration Statement, the Company’s stockholders and described in the definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders; (iii) the filing of a registration statement on Form S-4 or other appropriate form with respect to the issuance by the Company of shares of Stock in connection with future business combinations or acquisitions Pricing Disclosure Package and the entering into of an acquisition agreement or other offer or contract to sell with respect thereto; provided that any issuance of such shares of Stock takes place 45 days or more after the date of the Prospectus; (iv) the issuance of up to 10% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the UnderwriterUnderwriters; substantially in the form of Exhibit A hereto for the remainder of the 60 day lock-up period; (v) the filing of (A) any registration statement on Form S-3 pursuant to any registration rights agreement entered into in connection with a transaction permitted by clause (iv) above, or (B) the filing of any prospectus supplement in connection with the foregoing clause (A), solely with respect to sales by selling stockholders thereunder; and (viiii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on as of the date of this Agreement Closing Date and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) shares of Stock to The Broad Institute and the President and Fellows of Harvard College pursuant to the Company’s Cas9 License Agreement; or (v) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (v) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Shares pursuant hereto and (y) the recipient of any such shares of Stock and securities issued pursuant to this clause (v) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit A hereto for the remainder of the 60 day lock-up period.