Common use of Exceptions to Lock-Up Clause in Contracts

Exceptions to Lock-Up. Notwithstanding the provisions of Section 1(a), during the Lock-Up Period, Shareholder may Transfer all or a portion of the Locked-Up Shares: (a) As a bona fide gift or gifts, provided that the donee or donees thereof agree in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement; (b) To any trust for the direct or indirect benefit of Shareholder or an immediate family member of Shareholder, provided that the trustee of the trust agrees in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement; (c) To Shareholder’s affiliates (including, if applicable, commonly controlled or managed investment funds) provided that such affiliate(s) agree in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement; (d) Pursuant to a tender or exchange offer publicly recommended by the Company’s board of directors; (e) Pursuant to a merger, stock sale, consolidation or other transaction publicly recommended by the Company’s board of directors; (f) By will or other testamentary document or by intestacy; (g) Commencing six (6) months after the Effective Date, to any third party or parties, including a disposition for value, provided that such third party or parties agree(s) in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement, and provided further that each such third party or parties shall be deemed not to be an underwriter of the Locked-Up Shares so sold within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “33 Act”); (h) Commencing six (6) months after the Effective Date, to any third party in a transaction exempt from the registration requirements of the 33 Act pursuant to Section 4(a)(4) thereof, an amount of the Locked-Up Shares equal to or less than 1% of the average weekly reported volume of trading of the Company’s common stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the date of receipt of the order to execute the transaction by the broker or the date of execution of the transaction directly with a market maker; (i) Pursuant to and to the extent the Company grants an exception to the lock-up provisions of any other person subject to a lock-up agreement with it, the Company shall provide a substantially similar exception to Shareholder hereunder; and/or (j) If the first closing on a financing resulting in a minimum of $3 million in gross proceeds to the Company has not occurred by June 30, 2018.

Exceptions to Lock-Up. Notwithstanding the provisions of Section 1(a), during the Lock-Up Period, Shareholder may Transfer all or a portion of the Locked-Up Shares: (a) To the Purchasers at each Closing (as defined in the Stock Sale Agreement) pursuant to the terms and conditions of the Stock Sale Agreement; (b) As a bona fide gift or gifts, provided that the donee or donees thereof agree in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement; (bc) To any trust for the direct or indirect benefit of Shareholder or an immediate family member of Shareholder, provided that the trustee of the trust agrees in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement; (cd) To Shareholder’s affiliates (including, if applicable, commonly controlled or managed investment funds) provided that such affiliate(s) agree in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement; (de) Pursuant to a tender or exchange offer publicly recommended by the Company’s board of directors; (ef) Pursuant to a merger, stock sale, consolidation or other transaction publicly recommended by the Company’s board of directors; (fg) By will or other testamentary document or by intestacy; (gh) Commencing six (6) months after the Effective Date, to any third party or parties, including a disposition for value, provided that such third party or parties agree(s) in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement, and provided further that each such third party or parties shall be deemed not to be an underwriter of the Locked-Up Shares so sold within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “33 Securities Act”); (hi) Commencing six (6) months after the Effective Date, to any third party in a transaction exempt from the registration requirements of the 33 Securities Act pursuant to Section 4(a)(4) thereof, an amount of the Locked-Up Shares equal to or less than 1% of the average weekly reported volume of trading of the Company’s common stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the date of receipt of the order to execute the transaction by the broker or the date of execution of the transaction directly with a market maker;; and/or (ij) Pursuant to and to the extent the Company grants an exception to the lock-up provisions of any other person subject to a lock-up agreement with it, the Company shall provide a substantially similar exception to Shareholder hereunder; and/or (j) If the first closing on a financing resulting in a minimum of $3 million in gross proceeds to the Company has not occurred by June 30, 2018.