Common use of Hold-Back Agreements Clause in Contracts

Hold-Back Agreements. (a) The Company agrees (i) if so required by the managing underwriter of an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereof, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Company.

Hold-Back Agreements. If and whenever the Company proposes to register any of its equity securities under the Securities Act, whether or not for its own account (aother than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) The Company agrees (i) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if so required by the managing underwriter of in an underwritten offering effected offering, agrees not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder of any Equity Security, or of any security convertible into or exchangeable or exercisable for any Equity Security, of the Company purchased from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Registration under Section 2 or 3 hereof, not to effect Special Registration) any public or private sale or distribution distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, of securities of the same type (including any underlying its equity securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven 20 days prior to the pricing of such offering to, and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 for 90 days (or any successor form to such Form))180 days, unless if the managing underwriter for such offering otherwise agreesso requires) after, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on if required by the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companymanaging underwriter.

Hold-Back Agreements. (a) The Company agrees (i) if so required In the case of any underwritten public offering by the managing underwriter Company of an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofshares of Common Stock, each Holder agrees not to effect any disposition (other than a disposition of Registrable Securities under such underwritten public offering or private sale a bona fide pledge or distribution a disposition to an Affiliate of securities such Holder who agrees to be bound by the provisions of this paragraph) (a "Disposition") of any Registrable Securities, and not to effect any such Disposition of any other equity security of the same type (including Company or of any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities security convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end any equity security of the 180-day period beginning on the date of pricing of such offering Company (except in each case, other than as part of such underwritten offering public offering) during the 15 days prior to, and except pursuant to registrations on Form S-4 or Form S-8 during the 90-day period (or any successor form to such Form)), unless longer period as may be reasonably requested by the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering) beginning on, and the effective date of such registration statement (except as apart of such registration); provided that each Holder has received written notice of such registration at least 15 days prior to such effective date. (ii) to use reasonable best efforts to cause each holder If any registration of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Registrable Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company shall be in connection with an underwritten public offering of Common Stock solely by the Companyoffering, the Holders, if so requested by the managing underwriter of such underwritten offering, agree Company agrees (x) not to effect any public sale or distribution of any of its equity securities or of any security convertible into or exchangeable or exercisable for any equity security of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act Company (other than as a part any such sale or distribution of such underwritten public offering) without securities in connection with any merger or consolidation by the consent Company or any subsidiary of the Company of the capital stock or such managing underwriter substantially all the assets of any other person or in connection with an employee stock option or other benefit plan) during the period commencing on a date specified by the underwriter, such date not to exceed seven 90 days prior to to, and during the 180-day period beginning on, the effective date of such registration statement, statement (except as part of such registration) and ending on the earlier of (Ay) 180 days that any agreement entered into after the pricing date of such offering, (B) the abandonment of such offering and (C) the first date on this Agreement pursuant to which the Company issues or agrees to issue any affiliate or executive officer privately placed equity securities shall contain a provision under which Holders of such securities agree not to effect any Disposition of any such securities during the Company is permitted period referred to sell shares in the foregoing clause (x) (except as part of Common Stock of the Companysuch registration, if permitted).

Hold-Back Agreements. (a) The Company agrees (i) Restrictions on Public Sale by Holder of Registrable Securities. USAA agrees, if so required reasonably requested by the managing underwriter of underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofUnderwritten Offering, not to effect any public or private sale or distribution of securities of the Company of the same type (including any underlying securities) class as the Registrable Securities securities included in such underwritten registrationRegistration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such Underwritten Registration), during the 10-day period prior to the filing of a Registration Statement with respect to such Underwritten Offering, and during the 90-day period beginning on the closing date of each Underwritten Offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters. (b) Restrictions on Sale of Securities by the Company. The Company agrees not to effect any public sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the seven ten days prior to the pricing filing of a registration statement with respect to such offering Underwritten Offering, and until during the earlier of (A) the end of the 18090-day period beginning on the effective date of pricing of such offering any Registration Statement (except as part of such underwritten offering and except registration statement (x) where USAA consents or (y) where USAA is participating in such registration statement pursuant to registrations on Form S-4 or Form S-8 (or any successor form Section 2(c) hereof, such registration statement was filed by the Company with respect to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder sale of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, and USAA is not simultaneously participating in a registration statement pursuant to Section 2(b) hereof) or the Holders, if so requested by the managing underwriter commencement of such underwritten offering, agree not to effect any a public sale or distribution of any of the Registrable Securities, including any sale Securities pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Company.

Hold-Back Agreements. (a) The Company agrees (i) Restrictions on Public Sale by Holder of Registrable ---------------------------------------------------- Securities. Each holder of Registrable Securities whose Registrable Securities ---------- are eligible for inclusion in a Registration Statement filed pursuant to Sections 3 or 4 agrees, if so required requested by the managing underwriter of or underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofof any Registrable Securities, not to effect any public or private sale or distribution of securities of the same type Registrable Securities, including a sale pursuant to Rule 144 (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during similar provision then in force) under the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering Securities Act (except as part of such underwritten offering registration), during the 10-day period prior to, and except pursuant to registrations on Form S-4 or Form S-8 during the 90-day period (or any successor form such shorter period as may be agreed to by the parties hereto) beginning on the effective date of such Form))Registration Statement, unless to the extent timely notified in writing by the Company or the managing underwriter or underwriters. The foregoing provisions shall not apply to any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of Registrable Securities (except as part of such underwritten registration) during such period unless it has provided 45 days prior written notice of such sale or distribution to the managing underwriter or underwriter. (b) Restrictions on Public Sale by the Company and Others. ----------------------------------------------------- The Company agrees (i) not to effect any public sale or distribution of any of its Common Stock for such offering otherwise agreesits own account during the 10-day period prior to, and during the 90-day period beginning on, the effective date of a Registration Statement filed pursuant to Sections 3 or 4 (B) the abandonment except as part of such offeringa Special Registration Statement), and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case Common Stock purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (of any such securities during such period, including sales a sale pursuant to Rule 144 under the Securities Act) of any such securities during such period Act (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Company.

Hold-Back Agreements. (a) The Company agrees (i) Restrictions on Public Sale by Holder of Registrable Securities. Each holder of Registrable Securities whose Registrable Securities are eligible for inclusion in a Registration Statement filed pursuant to Sections 3 or 4 agrees, if so required requested by the managing underwriter of or underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofof any Registrable Securities, not to effect any public or private sale or distribution of securities of the same type Registrable Securities, including a sale pursuant to Rule 144 (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during similar provision then in force) under the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering Securities Act (except as part of such underwritten offering registration), during the 10-day period prior to, and except pursuant to registrations on Form S-4 or Form S-8 during the 90-day period (or any successor form such shorter period as may be agreed to by the parties hereto) beginning on the effective date of such Form))Registration Statement, unless to the extent timely notified in writing by the Company or the managing underwriter or underwriters. The foregoing provisions shall not apply to any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of Registrable Securities (except as part of such underwritten registration) during such period unless it has provided 45 days prior written notice of such sale or distribution to the managing underwriter or underwriter. (b) Restrictions on Public Sale by the Company and Others. The Company shall (i) not effect any public sale or distribution of any of its Common Stock for such offering otherwise agreesits own account during the 10-day period prior to, and during the 90-day period beginning on, the effective date of a Registration Statement filed pursuant to Sections 3 or 4 (B) the abandonment except as part of such offeringa Special Registration Statement), and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case Common Stock purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (of any such securities during such period, including sales a sale pursuant to Rule 144 under the Securities Act) of any such securities during such period Act (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Company.

Hold-Back Agreements. If and whenever the Corporation proposes to register any of its equity securities under the Securities Act, whether or not for its own account (a) The Company agrees (i) other than pursuant to a Special Registration), or is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each Holder, if so required by the managing underwriter of in an underwritten offering effected offering, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144, of any Registrable Securities, any other equity securities of the Corporation or any securities convertible into or exchangeable or exercisable for any equity securities of the Corporation during the 10 days prior to, and for 180 days after, the effective date of such registration, to the extent timely notified in writing by the Corporation or the managing underwriter, and the Corporation agrees to cause each holder of any equity security, or of any security convertible into or exchangeable or exercisable for any equity security, of the Corporation purchased from the Corporation at any time other than in a Registration under Section 2 public offering to enter into a similar agreement with the Corporation. The foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or 3 hereofregulation from entering into any such agreement; provided, however, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public or private sale or distribution of securities any applicable class of the same type (including any underlying securities) as the Registrable Securities included in commencing on the date of sale of such underwritten registrationapplicable class of Registrable Securities unless it has provided 45 days prior written notice of such sale or distribution to the underwriter or underwriters. The Corporation further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven 10 days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agreesto, and (B) the abandonment of such offeringfor 90 days after, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on if required by the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companymanaging underwriter.

Hold-Back Agreements. (a) The Company agrees (i) if so required by the managing underwriter of an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereof, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to the pricing of such offering and until the earlier of of (A) the end of the 180-ninety (90) day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 S-8 or Form S-8 (S-4 or any successor form forms to such Form)Forms), unless the managing underwriter for such offering otherwise agrees, and (B) ten (10) days after the abandonment withdrawal of such offeringthe related Registration Statement, and (ii) to use its commercially reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, and no Registrable Securities have been excluded from such offering pursuant to Section 3(b) hereof, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier earliest of (Ai) 180 ninety (90) days after the pricing of such offering, (Bii) the abandonment of such offering offering, and (Ciii) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock securities of the Company.

Hold-Back Agreements. If the executive officers of the Company are required to enter into a similar agreement, if whenever the Company proposes to register any of its equity securities under the Securities Act, whether or not for its own account (a) The Company agrees (i) other than pursuant to a Special Registration), or is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3.1, each Holder who at such time holds more than 5% of the issued and outstanding shares of Common Stock of the Company, if so required by the managing underwriter of in an underwritten offering effected offering, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company during the 10 days prior to, and for 90 days after, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder of any equity security, or of any security convertible into or exchangeable or exercisable for any equity security, of the Company purchased from the Company at any time other than in a Registration under Section 2 public offering to enter into a similar agreement with the Company. The foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or 3 hereofregulation from entering into any such agreement; provided, however, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public or private sale or distribution of securities any applicable class of the same type (including any underlying securities) as the Registrable Securities included in commencing on the date of sale of such underwritten registrationapplicable class of Registrable Securities unless it has provided 45 days prior written notice of such sale or distribution to the underwriter or underwriters. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven 10 days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agreesto, and (B) the abandonment of such offeringfor 90 days after, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on if required by the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companymanaging underwriter.

Hold-Back Agreements. (a) The Company agrees (i) if so required Restrictions on Public Sale by Holder of Registrable Securities. So long as the Investor holds Registrable Securities, the Investor agrees, in connection with any sale of securities by the managing underwriter of an underwritten offering effected Company and in connection with any Registration Statement filed pursuant to a Registration under Section 2 or 3 hereof3, if requested by the Company or the managing underwriters in an Underwritten Offering, not to effect any public or private sale or distribution of securities of the same type Company, including a sale pursuant to Rule 144 (including except as part of such Underwritten Offering), during the 10-day period prior to, and during the 90-day period beginning on, the closing date of each offering made by the Company or pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters; provided that such restrictions shall not be more restrictive in duration or scope than restrictions imposed on (i) any underlying securitiesPerson which has been granted registration rights by the Company (other than the "Majority Shareholders"), (ii) any officer or director of the 5 Company or (iii) any 5% holder of Common Shares of the Company (other than the "Majority Shareholders"). (b) Restrictions on Sale of Securities by the Company. So long as the Investor holds Registrable Securities, the Company agrees that, without the written consent of the managing underwriter or underwriters in an Underwritten Offering of Registrable Securities included in such underwritten registrationcovered by a Registration Statement filed pursuant to Section 2 or 3, not to effect any public sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securities, securities during the seven days 10-day period prior to to, and the pricing of such offering and until the earlier of (A) the end of the 18090-day period beginning on on, the closing date of pricing of such offering each Underwritten Offering (except (w) as part of such underwritten offering and except Underwritten Offering, (x) pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless forms or to register for resale any securities awarded pursuant to an offering to the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offeringCompany's employees or Trust Managers, or any securities convertible into or exchangeable or exercisable for such securitiesto employees of its subsidiaries, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to any employee benefit plan (as defined in Rule 144 405 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (by) If the Company registers securities of the Company in connection with an underwritten public offering exchange offer or (z) in connection with the acquisition of Common Stock solely assets by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale Operating Partnership or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companytheir affiliates).

Hold-Back Agreements. (a) The Company agrees (i) Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities whose Registrable Securities are covered by a Shelf Registration Statement (which Registrable Securities are not being sold in the underwritten offering described below) agrees, if so required requested (pursuant to a timely written notice) by the Company or by the managing underwriter of or underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofof Registrable Securities, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any securities within the class of securities covered by such Shelf Registration Statement or any similar class of securities of the Registrable SecuritiesCompany, including any a sale pursuant to Rule 144 under the Securities Act or Rule 144A (other than except as a part of such underwritten public offering) without ), during the consent period beginning 10 days prior to, and ending 60 days after, the Issue Date of each underwritten offering made pursuant to each Shelf Registration Statement, to the extent timely notified in writing by the Company or such by the managing underwriter or underwriters; provided, however, that each holder of Registrable Securities shall be subject to the hold-back restrictions of this Section 3(d)(i) only once during the period commencing on a date specified term of this Agreement. The foregoing provisions shall not apply to any Holder of Registrable Securities if such Holder is prevented by the underwriterapplicable statute or regulation from entering into any such agreement; provided, however, that any such date Holder shall undertake, in its request to participate in any such underwritten offering, not to exceed seven days prior to effect any public sale or distribution of the effective date class of securities covered by such Shelf Registration Statement (except as part of such registration statement, and ending on the earlier of (Aunderwritten offering) 180 days after the pricing during such period unless it has provided 45 days' prior written notice of such offering, (B) the abandonment of such offering and (C) the first date on which sale or distribution to the Company or any affiliate the managing underwriter or executive officer of underwriters, as the Company is permitted to sell shares of Common Stock of the Companycase may be.

Hold-Back Agreements. (a) The Company agrees (i) if so required Restrictions on Public Sale by the managing underwriter Holders. Each Holder of an underwritten offering effected pursuant Registrable Securities shall be deemed to a Registration under Section 2 or 3 hereof, have agreed not to effect any public or private sale or public distribution of securities of the Company of the same type (including any underlying securities) as or similar class or classes of the Registrable Securities securities included in such underwritten registration, a Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during the seven days 15-day period prior to, and during such period of time as may be required by the Managing Underwriter, but not to the pricing of such offering and until the earlier of (A) the end of the 180exceed a 90-day period beginning on on, the effective date of the Registration Statement (except pursuant to an Underwritten Offering being conducted by the Managing Underwriters), except to the extent otherwise agreed in writing by the Managing Underwriter. The foregoing restriction shall apply to all Holders automatically for the period of three (3) years commencing from the date of pricing of such offering (except as part of such underwritten offering the Initial Public Offering, and except thereafter shall apply to those Holders electing to include Registrable Securities in a Registration Statement for an Underwritten Offering filed pursuant to registrations on Form S-4 Section 2.1, Section 2.2 or Form S-8 (or Section 2.3. The restrictions set forth in this Section 2.5(a) shall not apply to any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (Bprivate sales of Registrable Securities that are exempt from registration under section 4(2) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the Securities Act. (b) Restrictions on Public Sale by the Company. The Company shall not effect any public sale or public distribution of any securities which are the same type as or substantially similar to the securities included in such underwritten offeringRegistrable Securities being registered pursuant to a Registration Statement for an Underwritten Offering filed pursuant to Section 2.1, Section 2.2 or Section 2.3 hereof, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such the 15-day period (except as part of such underwritten registrationprior to, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter and during the 30-day period commencing on a date specified by the underwriterbeginning on, such date not to exceed seven days prior to the effective date of such a Registration Statement (except pursuant to the Registration Statement), provided, however, that the foregoing restrictions shall not apply in the case of any registration statementfor public sale or public distribution of any securities for High Yield Debt (regardless of whether or not coupled with warrants, and ending on the earlier of (Aoptions, or other equity equivalents) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of by the Company.

Hold-Back Agreements. (a) The Company agrees (i) Restrictions on Public Sale by Holder of Registrable Securities. Each holder of Registrable Securities agrees, if so required requested in writing by the managing underwriter of underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofUnderwritten Offering, not to effect any public or private sale or distribution of securities Registrable Securities of the Company of the same type (including any underlying securities) class as the securities included in the applicable registration statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such Underwritten Offering or if, prior to receiving such request, such holder has given a Demand Notice or a notice of commencement of a public sale or distribution pursuant to the Shelf Registration), during the ten (10) day period prior to the filing of the registration statement with respect to such Underwritten Offering, and during the ninety (90) day period beginning on the effective date of the registration statement with respect to such Underwritten Offering, to the extent timely notified in writing by the Company or the managing underwriters, or, in the case of a shelf offering, the date of commencement of a public distribution of Registrable Securities included in pursuant to such underwritten registrationregistration statement, as applicable. (b) Restrictions on Sale of Securities by the Company. The Company agrees not to effect any public sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the seven ten (10) days prior to the pricing filing of such offering a registration statement with respect to an Underwritten Offering, and until during the earlier of ninety (A90) the end of the 180-day period beginning on the effective date of pricing of such offering the applicable Registration Statement (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 registration statement (or any successor form to such Form)), unless x) where the managing underwriter for such offering otherwise agrees, and (B) the abandonment holders of such offering, and (ii) to use reasonable best efforts to cause each holder of securities a majority of the same type as the securities shares of Registrable Securities to be included in such underwritten offeringRegistration Statement consent or (y) where holders of Registrable Securities are participating in such registration statement pursuant to Section 2(c) hereof, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from registration statement was filed by the Company at any time after with respect to the date sale of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested and no holder is simultaneously participating in a distribution pursuant to a Registration Statement filed by the managing underwriter Company pursuant to Section 2(b) hereof) or, in the case of such underwritten a shelf offering, agree not to effect any the date of commencement of a public sale or distribution of any of the Registrable Securities, including any sale Securities pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companyas applicable.

Hold-Back Agreements. (a) The Company agrees (i) Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities whose Registrable Securities are covered by a Shelf Registration Statement (which Registrable Securities are not being sold in the underwritten offering described below) agrees, if so required requested (pursuant to a timely written notice) by the Company or by the managing underwriter of or underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereof, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any securities within the class of securities covered by such Shelf Registration Statement or any similar class of securities of the Registrable SecuritiesCompany, including any a sale pursuant to Rule 144 under the Securities Act or Rule 144A (other than except as a part of such underwritten public offering) without ), during the consent period beginning 10 days prior to, and ending 60 days after, the closing date of each underwritten offering made pursuant to each Shelf Registration Statement, to the extent timely notified in writing by the Company or such by the managing underwriter or underwriters; provided, however, that each holder of Registrable Securities shall be subject to the hold-back restrictions of this Section 3(d)(i) only once during the period commencing on a date specified term of this Agreement. The foregoing provisions shall not apply to any Holder of Registrable Securities if such Holder is prevented by the underwriterapplicable statute or regulation from entering into any such agreement; provided, however, that any such date Holder shall undertake, in its request to participate in any such underwritten offering, not to exceed seven days prior to effect any public sale or distribution of the effective date class of securities covered by such Shelf Registration Statement (except as part of such registration statement, and ending on the earlier of (Aunderwritten offering) 180 days after the pricing during such period unless it has provided 45 days' prior written notice of such offering, (B) the abandonment of such offering and (C) the first date on which sale or distribution to the Company or any affiliate the managing underwriter or executive officer of underwriters, as the Company is permitted to sell shares of Common Stock of the Companycase may be.

Hold-Back Agreements. (a) The Company agrees Restrictions on Public Sale by Holder of Registrable Securities. Each holder of Registrable Securities agrees, if requested by (i) if so required by the managing underwriter underwriters in an Underwritten Offering, or (ii) the holders of an underwritten offering effected a majority of the Registrable Securities included pursuant to Section 3 hereof in a Demand Registration under Section 2 or 3 hereofnot being underwritten, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of Company the same type as the securities included in such underwritten offeringor similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable SecuritiesRegistration Statement, including any a sale pursuant to Rule 144 under the Securities Act (other than except as a part of such underwritten public offering) without the consent of the Company or such managing underwriter Underwritten Registration), during the 10-day period commencing on prior to, and during the 90-day period (or, with respect to a date specified by the underwriterPiggyback Registration, such date not longer period of up to exceed seven 180 days prior to as may be required by such underwriter) beginning on, the effective date of any Registration Statement in which holders of Registrable Securities are participating (except as part of such registration statementregistration) or the commencement of the public distribution of securities, and ending to the extent timely notified in writing by the Company or the managing underwriters (or the holders, as the case may be). The foregoing provisions shall not apply to any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering any such agreement; provided that any such holder shall undertake, in its request to participate in any such Underwritten Offering, not to effect any public sale or distribution of the applicable class of Registrable Securities commencing on the earlier date of sale of such applicable class of Registrable Securities unless it has provided 45 days' prior written notice of such sale or distribution to the underwriter or underwriters. (Ab) 180 days Restrictions on Public Sale by the Company and Others. The Company agrees that if, after the pricing date hereof, any "holdback" or any other similar right relating to restrictions on the public or private sale of such offering, (B) the abandonment of such offering and (C) the first date on which Company's equity securities is granted by the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock other holders of the Company's equity securities with respect to any of the Company's equity securities, then the Company shall immediately amend this Agreement to provide for at least as favorable of a holdback or other similar right for the benefit of the holders of the Registrable Securities.

Hold-Back Agreements. Bermore hereby agrees that, each time it is given the opportunity to sell Bermore Shares in an Incidental Registration pursuant to Section 1.1 (awhether or not it elects to exercise its Incidental Registration rights and include any Bermore Shares for sale in the applicable registered, underwritten offering), if requested (pursuant to a timely written notice) The Company agrees (i) if so required by the managing underwriter Underwriter or Underwriters of an such registered, underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofoffering, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securitiesissue being registered or a similar security of the Company or any securities convertible or exchangeable or exercisable for such securities (including, including without limitation, any sale sales pursuant to Rule 144 under or Section 4.2(e) of the Securities Act Agreement and excluding Transfers pursuant to Section 4.2(a), (other than b) (but only to the extent Artal is permitted to engage in the underlying Transfer in connection with the selling restrictions contained in the applicable underwriting agreement, as a the same may be amended, waived or otherwise modified), (c) or (d) of the Agreement), except as part of such underwritten public offering, during the period (as requested by the managing Underwriter) without beginning not more than 10 days prior to, and ending up to 180 days after, the consent closing date of each underwritten offering made pursuant to such Registration Statement (or such shorter period as the managing Underwriter or Underwriters may agree), to the extent timely notified in writing by the Company or such managing underwriter during the period commencing on a date specified by the underwritermanaging Underwriter or Underwriters; provided, however, that such period shall in any event commence and terminate on the same date not as the selling restrictions applicable to exceed seven days prior Artal in connection with such registered, underwritten offering commence and terminate, after giving effect to any waiver, shortening or other modification of such period in respect of Artal, whether before or after the consummation of such underwritten offering; provided further, however, that, without limiting the exceptions granted to Bermore in this Section 1.4, Bermore shall be entitled to the effective benefit of the same exceptions granted to Artal by the managing Underwriter or Underwriters, whether or not included in the applicable Underwriting Agreement; and provided further, however, that the Company will notify Bermore as promptly as practicable if any such underwritten offering has been terminated, abandoned or indefinitely postponed, and, upon receipt of such notice from the Company, Bermore no longer will be subject to the Transfer restrictions contained in this Section 1.4 in respect of (and solely in respect of) the related underwritten offering. The Company shall, as promptly as practicable, advise Bermore of the expected closing date of any such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such underwritten offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companysubsequent changes with respect thereto.

Hold-Back Agreements. (a) The Company agrees (i) a. Restrictions on Public Sale by Holder of Registrable Securities. Each holder of Registrable Securities agrees, if so required requested in writing by the managing underwriter of underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofUnderwritten Offering, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any Registrable Securities of the Registrable SecuritiesCompany of the same class as the securities included in the applicable registration statement, including any a sale pursuant to Rule 144 under the Securities Act (other than except as a part of such underwritten Underwritten Offering or if, prior to receiving such request, such holder has given a Demand Notice or a notice of commencement of a public offeringsale or distribution pursuant to the Shelf Registration), during the ten (10) without day period prior to the consent filing of the Company or registration statement with respect to such managing underwriter Underwritten Offering, and during the ninety (90) day period commencing beginning on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of the registration statement with respect to such Underwritten Offering, to the extent timely notified in writing by the Company or the managing underwriters, or, in the case of a shelf offering, the date of commencement of a public distribution of Registrable Securities pursuant to such registration statement, and ending on as applicable. Notwithstanding the earlier foregoing, if requested in writing by the managing underwriters in an Underwritten Offering that closes prior to the Cutoff Date, Ameritech shall not effect any public sale or distribution of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer Registrable Securities of the Company is permitted to sell shares of Common Stock of the Companysame class as the securities included in the applicable registration statement, including a sale pursuant to Rule 144 under the Securities Act, during the ten (10) day period prior to the filing of the registration statement with respect to such Underwritten Offering, and during the thirty (30) day period beginning on the closing date of the Underwritten Offering.

Hold-Back Agreements. (a) The Company agrees (i) Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities whose Registrable Securities are covered by a Shelf Registration Statement (which Registrable Securities are not being sold in the underwritten offering described below) agrees, if so required requested (pursuant to a timely written notice) by the Company or by the managing underwriter of or underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofof Registrable Securities, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any securities within the class of securities covered by such Shelf Registration Statement or any similar class of securities of the Registrable SecuritiesCompany, including any a sale pursuant to Rule 144 under the Securities Act or Rule 144A (other than except as a part of such underwritten public offering) without ), during the consent period beginning 10 days prior to, and ending 60 days after, the issue date of each underwritten offering made pursuant to each Shelf Registration Statement, to the extent timely notified in writing by the Company or such by the managing underwriter or underwriters; provided, however, that each holder of Registrable Securities shall be subject to the hold-back restrictions of this Section 3(d)(i) only once during the period commencing on a date specified term of this Agreement. The foregoing provisions shall not apply to any Holder of Registrable Securities if such Holder is prevented by the underwriterapplicable statute or regulation from entering into any such agreement; provided, however, that any such date Holder shall undertake, in its request to participate in any such under- written offering, not to exceed seven days prior to effect any public sale or distribution of the effective date class of securities covered by such Shelf Registration Statement (except as part of such registration statement, and ending on the earlier of (Aunderwritten offering) 180 days after the pricing during such period unless it has provided 45 days' prior written notice of such offering, (B) the abandonment of such offering and (C) the first date on which sale or distribution to the Company or any affiliate the managing underwriter or executive officer of underwriters, as the Company is permitted to sell shares of Common Stock of the Companycase may be.

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable Securities. The Company agrees (i) Investor agrees, if so required reasonably requested by the managing underwriter of underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofUnderwritten Offering, not to effect any public or private sale or distribution of securities of the Company of the same type (including any underlying securities) class as the Registrable Securities securities included in the Registration Statement relating to such underwritten registrationUnderwritten Offering, including a sale pursuant to Rule 144 under the Securities Act (except as part of such Underwritten Offering), during the 10-day period prior to the filing of such Registration Statement, and during the 90-day period beginning on the closing date of each Underwritten Offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters. (b) Restrictions on Sale of Securities by the Company. The Company agrees not to effect any public sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the seven ten days prior to the pricing filing of such offering a registration statement with respect to an Underwritten Offering, and until during the earlier of (A) the end of the 18090-day period beginning on the effective date of pricing of such offering Registration Statement (except as part of such underwritten offering and except registration statement (x) where the Investor participating in such registration statement consents, (y) where the Investor is participating in such registration statement pursuant to registrations on Form S-4 or Form S-8 (or any successor form Section 2(c) hereof, such registration statement was filed by the Company with respect to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder sale of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, and the HoldersInvestor is not simultaneously participating in a registration statement pursuant to Section 2(b) hereof), or (z) with respect to DDR, Realco, the Morgxx Xxxities or the LaSalle Entities, if so requested by such parties are participating in a Demand Registration pursuant to Section 2(b) hereof), or the managing underwriter commencement of such underwritten offering, agree not to effect any a public sale or distribution of any of the Registrable Securities, including any sale Securities pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Company.

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the managing underwriters in an underwritten offering not to effect any public sale or distribution of the Warrants or Warrant Shares, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), during the 7-day period prior to, and during the 90-day period beginning on, the pricing date of each underwritten offering made pursuant to Section 3(b)(iii), to the extent timely notified by the Company or the managing underwriters. In order to enforce the foregoing covenant, the Company shall have the right to impose stop transfer instructions with respect to the Warrants or Warrant Shares until the end of such period. The provisions of this Section 4(a) shall be binding upon any transferee of any Warrants or Warrant Shares. The foregoing provisions of the preceding paragraph shall not apply to any Holder of Registrable Securities if such Holder is prevented by applicable statute or regulation from entering any such agreement; provided, however, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of any Registrable Securities held by such Holder and covered by a Registration Statement commencing on the date of sale of the Registrable Securities unless it has provided 30 days prior written notice of such sale or distribution to the underwriter or underwriters. (b) Restrictions on Sale of Securities by the Company and Others. The Company agrees (i1) if so required by the managing underwriter of an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereof, not to effect any public or private offer, sale or distribution of any of its equity securities similar to the Warrants, including a sale pursuant to Regulation D under the Securities Act (other than any such sale or distribution of such securities in connection with any merger or consolidation by the Company or any subsidiary of the same type (including Company or the acquisition by the Company or a subsidiary of the Company of the capital stock or substantially all of the assets of any underlying securities) as the Registrable Securities included other Person or in such underwritten registration, connection with any employee stock option or any securities convertible into or exchangeable or exercisable for such securitiesother benefit plan), during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 18090-day period beginning on with the date the Warrants become exercisable to the extent timely notified in writing by a Holder or Holders which individually or in the aggregate hold a majority of the then outstanding Registrable Securities or during the 7-day period prior to, and during the 90-day period beginning with, the pricing date of each underwritten offering pursuant to Section 3(b)(iii), to the extent timely notified by the managing underwriters in such underwritten offering (except as part of such underwritten offering and except if permitted, or pursuant to registrations on Form Forms S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, registration forms) and (B2) during the abandonment of such offering, and (ii) aforementioned period to use its reasonable best efforts to cause each holder of each of its privately placed equity securities of similar to the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case Warrants purchased from the Company at any time on or after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securitiessuch securities during such period, including any a sale pursuant to Rule 144 under the Securities Act (other than except as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriterregistration, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companyif permitted).

Hold-Back Agreements. 5.1 Each Holder of Registrable Securities agrees, in connection with the Company's Qualified Public Offering and any other underwritten public offering during the period in which such Holder of Registrable Securities has registration rights granted pursuant to this Agreement, if requested (a) The Company agrees (i) if so required by the managing underwriter of an underwritten offering effected pursuant to a Registration under Section 2 timely written notice) by the Company or 3 hereof, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agreesUnderwriter or Underwriters in an Underwritten Offering, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the its Registrable Securities, including any a sale pursuant to Rule 144 (expect as part of such Underwritten Offering), during the period beginning five (5) days prior to, and ending ninety (90) days after, the closing date of such underwritten Public Offering made by the Company, unless a shorter time period is agreed to by the managing Underwriter or Underwriters. The foregoing provisions shall not apply to any Holder of Registrable Securities if such Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such Holder shall undertake upon written request to participate in any such Underwritten Offering not to effect any public sale or distribution of the class of securities covered by such Registration Statement (except as part of such Underwritten Offering) during such period unless it has provided forty-five (45) days' prior written notice of such sale or distribution to the managing Underwriter or Underwriters. 5.2 The Company agrees that without the written consent of the managing Underwriter or Underwriters in an Underwritten Offering of Registrable Securities as described in Sections 3 or 4 hereof, it will not effect any public or private sale or distribution of its equity securities, including a sale pursuant to Regulation D under the Securities Act Act, during the five (other than 5) day period prior to, and the ninety (90) day period beginning on, the closing date of each such Underwritten Offering, unless a shorter time period is agreed upon by the managing Underwriter or Underwriters (except (i) as a part of such underwritten public offeringUnderwritten Offering, (ii) without the consent pursuant to registrations on Form S-4 or Form S-8 or any successor form to such forms, pursuant to any dividend reinvestment and optional purchase plan of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not pursuant to exceed seven days prior any unregistered offering to the effective date Company's employees or directors, or to employees of such registration statementits subsidiaries, and ending on pursuant to any employee benefit plan (as defined in Rule 405 under the earlier of (A) 180 days after the pricing of such offeringSecurities Act), (Biii) in connection with an exchange offer, or (iv) in connection with the abandonment acquisition of such offering and (C) the first date on which assets by the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companyits subsidiaries).

Hold-Back Agreements. If and whenever the Company proposes to register any of its equity securities under the Securities Act, whether or not for its own account (a) The Company agrees (i) other than pursuant to a Special Registration), or is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act Pursuant to Section 2 or 3, each Holder, if so required by the managing underwriter of in an underwritten offering effected offering, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, without limitation, any sale pursuant to Rule 144, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company during the ten (10) days prior to, and for ninety (90) days after, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each director and executive officer of the Company to enter into a Registration under Section 2 similar agreement with the Company. The foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or 3 hereofregulation from entering into any such agreement; PROVIDED, HOWEVER, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public or private sale or distribution of securities any applicable class of the same type (including any underlying securities) as the Registrable Securities included in commencing on the date of sale of such underwritten registrationapplicable class of Registrable Securities unless it has provided forty-five (45) days prior written notice of such sale or distribution to the underwriter or underwriters. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven ten (10) days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agreesto, and for ninety (B90) the abandonment of such offeringdays after, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on if required by the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companymanaging underwriter.

Hold-Back Agreements. (a) The Company agrees (i) Restrictions on Public Sale by Holder of Registrable Securities. Each Purchaser agrees, if so required reasonably requested by the managing underwriter of underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofUnderwritten Offering, not to effect any public or private sale or distribution of securities of the Company of the same type (including any underlying securities) class as the Registrable Securities securities included in the Registration Statement relating to such underwritten registrationUnderwritten Offering, including a sale pursuant to Rule 144 under the Securities Act (except as part of such Underwritten Offering), during the 10-day period prior to the filing of such Registration Statement, and during the 90-day period beginning on the closing date of each Underwritten Offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters. (b) Restrictions on Sale of Securities by the Company. The Company agrees not to effect, for its own account or for the account of any of its security holders, any public sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the seven ten days prior to the pricing filing of such offering a registration statement with respect to an Underwritten Offering, and until during the earlier of (A) the end of the 18090-day period beginning on the effective date of pricing of such offering Registration Statement (except as part of such underwritten offering and except registration statement (x) where each Purchaser participating in such registration statement consents, (y) where any Purchasers are participating in such registration statement pursuant to registrations on Form S-4 or Form S-8 (or any successor form Section 2(c) hereof, such registration statement was filed by the Company with respect to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder sale of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, and no Purchasers are simultaneously participating in a registration statement pursuant to Section 2(b) hereof, or (z) with respect to Realco or LaSalle, where such parties are participating in a Demand Registration pursuant to Section 2(b) hereof) or the Holders, if so requested by the managing underwriter commencement of such underwritten offering, agree not to effect any a public sale or distribution of any of the Registrable Securities, including any sale Securities pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration registr1ation statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Company.

Hold-Back Agreements. (a) The Restrictions on Public Sale by Holder of Registrable Securities. Each holder of Registrable Securities agrees not to effect any public sale or distribution of securities of the Company agrees of the same class as the securities included in a Registration Statement, including a sale pursuant to Rule 144 under the Securities Act, during the 7-day period prior to, and during the period (iup to 180 days) if so required following, the effective date of such Registration Statement for each underwritten offering made pursuant to such Registration Statement, to the extent requested in writing by the managing underwriter underwriters (except as part of an such underwritten offering effected pursuant registration, if permitted); provided, however, that the hold-back period shall not be longer than the hold-back period agreed to a Registration under Section 2 or 3 hereof, in writing by the Company's executive officers and directors. (b) Restrictions on Public Sale by the Company and Others. The Company agrees: (1) not to effect any public or private sale or distribution of securities of its equity securities, including a sale pursuant to Regulation D under the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securitiesAct, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 1807-day period beginning on prior to, and during the period (up to 180 days) following, the effective date of pricing of such the Registration Statement for each underwritten offering made pursuant to a Registration Statement filed under Section 3 hereof, to the extent requested in writing by the managing underwriters (except as part of such underwritten offering and except registration or pursuant to registrations on Form Forms S-4 or Form S-8 (or any successor form to such Form)Forms), unless the managing underwriter for such offering otherwise agrees, and and (B) the abandonment of such offering, and (ii2) to use reasonable best efforts endeavor to cause each holder of its privately placed equity securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from issued by the Company at any time on or after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (distribution, including sales a sale pursuant to Rule 144 under the Securities Act) , of any such securities during such the period set forth in clause (1) above, to the extent requested in writing by the managing underwriters (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the . The Company registers securities of the Company shall not be obligated to incur any costs or expenses in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 its obligations under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companythis Section 5(b)(2).

Hold-Back Agreements. (a) The Company agrees Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement filed pursuant to Section 2.2 hereof agrees, if requested (ipursuant to a timely written notice) if so required by the managing underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Company's securities, including a sale pursuant to Rule 144 or Rule 144A (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after (or such shorter period as may be agreed to by any managing underwriter of an underwritten offering effected pursuant to Section 2.2), the closing date of each underwritten offering made pursuant to such registration statement. (b) Restrictions on Public Sale by the Company and Others. The Company agrees (i) without the written consent of the managing underwriters in an underwritten offering of Registrable Securities covered by a Registration under Statement filed pursuant to Section 2 2.1 or 3 2.2 hereof, not to effect any public or private sale or distribution of securities of its securities, including a sale pursuant to Regulation D under the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securitiesAct, during the seven period beginning 10 days prior to, and ending 180 days after (or such shorter period as may be agreed to by any managing underwriter of an underwritten offering effected pursuant to Section 2.1 or 2.2), the pricing closing date of each underwritten offering made pursuant to such offering Registration Statement (except on Forms S-4 or S-8 or any successor forms to such forms); (provided, however, that such period shall be extended by the number of days from and until the earlier of (A) the end of the 180-day period beginning on including the date of pricing the giving of such offering (except as part of such underwritten offering and except any notice pursuant to registrations on Form S-4 Section 2.4(g)(i) hereof to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or Form S-8 (or any successor form to such Formamended prospectus contemplated by Section 2.4(g)(i) hereof)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable its best efforts to cause each holder of its securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time on or after the date of this Agreement (other than securities purchased in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securitiesperiods, including any a sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Company.Rule 144A.

Hold-Back Agreements. (a) The Company agrees (i) Restrictions on Public Sale by Holder of Registrable Securities. Each holder of Registrable Securities agrees, if so required requested by the managing underwriter of underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofUnderwritten Offering, not to effect any public or private sale or distribution of securities of the Company of the same type (including any underlying securities) class as the securities included in the applicable registration statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such Underwritten Registration), during the period beginning 10 days prior to the filing of the registration statement with respect to such Underwritten Offering, and ending 90 days after the effective date of the registration statement with respect to such Underwritten Offering, to the extent timely notified in writing by the Company or the managing underwriters, or, in the case of a shelf offering, the date of commencement of a public distribution of Registrable Securities included in pursuant to such underwritten registrationregistration statement, as applicable. (b) Restrictions on Sale of Securities by the Company. The Company agrees not to effect any public sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the seven period beginning 10 days prior to the pricing filing of such offering a Registration Statement with respect to an Underwritten Offering, and until ending 90 days after the earlier of (A) the end effective date of the 180-day period beginning on the date of pricing of such offering applicable Registration Statement (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 Registration Statement (or any successor form to such Form)), unless x) where the managing underwriter for such offering otherwise agrees, and (B) the abandonment holders of such offering, and (ii) to use reasonable best efforts to cause each holder of securities a majority of the same type as the securities shares of Registrable Securities to be included in such underwritten offeringRegistration Statement consent or (y) where holders of Registrable Securities are participating in such Registration Statement pursuant to section 2(c) hereof, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from Registration Statement was filed by the Company at any time after with respect to the date sale of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested and no holder is simultaneously participating in a distribution pursuant to a Registration Statement filed by the managing underwriter Company pursuant to section 2(b) hereof) or the date of such underwritten offering, agree not to effect any commencement of a public sale or distribution of any of the Registrable Securities, including any sale Securities pursuant to Rule 144 under the Securities Act (other than such Registration Statement, as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companyapplicable.

Hold-Back Agreements. (a) The Company agrees Restrictions on Public Distribution by Holder of Registrable Securities. (i1) if so required by Upon the written request of the managing underwriter or underwriters of an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofPublic Offering, each Holder of Registrable Securities shall not to effect any public or private sale or distribution Public Distribution of securities of the same type (including any underlying such securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in including a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than except as a part of such underwritten public offeringPublic Offering), during the 14-day period prior to, and during the 90-day period following, the offering date for each Public Offering made pursuant to such registration statement (as identified by such underwriter or underwriters or the Company in good faith). The foregoing provisions shall not apply to any Holder that is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such Holder shall undertake not to effect any Public Distribution of the class of securities covered by such registration statement (except as part of such Underwritten Offering) without during such period unless it has provided 60 days' prior written notice of such Public Distribution to the consent managing underwriter. (2) Each Holder agrees, upon a request of the Company made after the Effectiveness Date in writing and delivered with at least five days' prior notice, not to effect any public sale or distribution of Common Stock or otherwise conduct marketing activities with respect to the Stock for a period not to exceed 90 days (the "90-Day Period") if the Company proposes to make a securities offering, material acquisition or engage in any other material corporate transaction not in the ordinary course of business, if the Board of Directors of the Company determines in good faith as evidenced by a resolution of the Board of Directors that the continuation of public sales or a distribution or other marketing activities could adversely affect the Company's ability to complete such managing underwriter other transactions. The Holders will be subject to the requirements of this subparagraph only during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, Effectiveness Date and ending on the earlier last day of (A) 180 days after the pricing of such offeringEffectiveness Period, (B) the abandonment of such offering and (C) the first date on which provided, however, that the Company or any affiliate or executive officer of the Company is shall not be permitted to sell shares designated more than two such 90-Day Periods and the Effectiveness Period will be extended by such number of Common Stock days equal to the number of days the CompanyHolders were subject to the requirements of this subparagraph.

Hold-Back Agreements. If and whenever the Company proposes to register any of its equity securities under the Securities Act, whether or not for its own account (a) The Company agrees (i) other than pursuant to a Special Registration), or is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each Holder, if so required by the managing underwriter of in an underwritten offering effected offering, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company during the 10 days prior to, and for 90 days after, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder of any equity security, or of any security conver tible into or exchangeable or exercisable for any equity security, of the Company pur chased from the Company at any time other than in a Registration under Section 2 public offering to enter into a similar agreement with the Company. The foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or 3 hereofregulation from entering into any such agreement; provided, however, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public or private sale or distribution of securities any applicable class of the same type (including any underlying securities) as the Registrable Securities included in commencing on the date of sale of such underwritten registrationapplicable class of Registrable Securities unless it has provided 45 days prior written notice of such sale or distribution to the underwriter or underwriters. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven 10 days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agreesto, and (B) the abandonment of such offeringfor 90 days after, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on if required by the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companymanaging underwriter.

Hold-Back Agreements. If and whenever the Company proposes to register any of its equity securities under the Securities Act, whether or not for its own account (a) The Company agrees (i) other than pursuant to a Special Registration), or is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 or 3, each Holder, if so required by the managing underwriter of in an underwritten offering effected offering, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, without limitation, any sale pursuant to Rule 144, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company during the ten (10) days prior to, and for ninety (90) days after, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each director and executive officer of the Company to enter into a Registration under Section 2 similar agreement with the Company. The foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or 3 hereofregulation from entering into any such agreement; PROVIDED, HOWEVER, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public or private sale or distribution of securities any applicable class of the same type (including any underlying securities) as the Registrable Securities included in commencing on the date of sale of such underwritten registrationapplicable class of Registrable Securities unless it has provided forty-five (45) days prior written notice of such sale or distribution to the underwriter or underwriters. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven ten (10) days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agreesto, and for ninety (B90) the abandonment of such offeringdays after, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on if required by the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companymanaging underwriter.

Hold-Back Agreements. (a) The Company agrees Restrictions on Public Sale by Holder of Registrable Securities. Each holder of Registrable Securities agrees, if requested by (i) if so required by the Company, (ii) the managing underwriter of underwriters in an underwritten offering effected or (iii) the holders of a majority of the Registrable Securities included pursuant to Section 2.1 hereof in a Demand Registration under Section 2 or 3 hereofnot being underwritten, not to effect any public or private sale or distribution of securities of the Company the same type as or similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securities, in any Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (including any underlying securities) except as the Registrable Securities included in part of such underwritten registration), during the 14-day period prior to, and during the 90-day period (or, with respect to a Piggyback Registration, such longer period of up to 180 days as may be required by such underwriter) beginning on, the effective date of any Registration Statement (except as part of such registration) or the commencement of the public distribution of securities, to the extent timely notified in writing by the Company or the managing underwriters (or the holders, as the case may be). (b) Restrictions on Public Sale by the Company and Others. The Company agrees, if requested by the managing underwriter in an underwritten offering, not to effect any public sale or distribution of any securities the same as or similar to those being registered by the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 18014-day period prior to, and during the 90-day period (or, with respect to a Piggyback Registration, such longer period of up to 180 days as may be required by the underwriter) beginning on on, the effective date of pricing a Registration Statement filed under Section 2.1 or Section 2.2 hereof or the commencement of the public distribution of securities to the extent timely notified in writing by a holder of Registrable Securities covered by such offering Registration Statement or the managing underwriters (except as part of such underwritten offering and except registration, if permitted, or pursuant to registrations on Form Forms S-4 or Form S-8 (or any successor form to such FormForms or any registration of securities for offering and sale to management of the Company pursuant to any employee stock plan or other employee benefit plan arrangement)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) . The Company agrees to use reasonable best efforts to cause obtain from each holder of restricted securities of the Company the same type as or similar to those being registered by the securities included in such underwritten offeringCompany, or any restricted securities convertible into or exchangeable or exercisable for such any of its securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree agreement not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act such securities (other than as securities purchased in a part of such underwritten public offering) without the consent during such period, except as part of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of any such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companyif permitted.

Hold-Back Agreements. (a) The Company agrees (i) if so required by the managing underwriter of an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereof, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten underwrit ten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Company.

Hold-Back Agreements. (a) The Company agrees Restrictions on Public Sale by Holder of Registrable Securities. Each holder of Registrable Securities agrees, if requested by (i) if so required by the Company, (ii) the managing underwriter of underwriters in an underwritten offering effected or (iii) the holders of a majority of the Registrable Securities included pursuant to Section 2.1 hereof in a Demand Registration under Section 2 or 3 hereofnot being underwritten, not to effect any public or private sale or distribution of securities of the Company the same type as or similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securities, in any Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (including any underlying securities) except as the Registrable Securities included in part of such underwritten registration), during the 14-day period prior to, and during the 90-day period (or, with respect to a Piggyback Registration, such longer period of up to 180 days as may be required by such underwriter) beginning on, the effective date of any Registration Statement (except as part of such registration) or the commencement of the public distribution of securities, to the extent timely notified in writing by the Company or the managing underwriters (or the holders, as the case may be). (b) Restrictions on Public Sale by the Company and Others. The Company agrees, if requested by the managing underwriter in an underwritten offering, not to effect any public sale or distribution of any securities the same as or similar to those being registered by the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 18014-day period prior to, and during the 90-day period (or, with respect to a Piggyback Registration, such longer period of up to 180 days as may be required by the underwriter) beginning on on, the effective date of pricing a Registration Statement filed under Section 2.1 or Section 2.2 hereof or the commencement of the public distribution of securities to the extent timely notified in writing by a holder of Registrable Securities covered by such offering Registration Statement or the managing underwriters (except as part of such underwritten offering and except registration, if permitted, or pursuant to registrations on Form Forms S-4 or Form S-8 (or any successor form to such FormForms or any registration of securities for offering and sale to management of the Company pursuant to any employee stock plan or other employee benefit plan arrangement)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) . The Company agrees to use reasonable best efforts to cause obtain from each holder of restricted securities of the Company the same type as or similar to those being registered by the securities included in such underwritten offeringCompany, or any restricted securities convertible into or exchangeable or exercisable for such any of its securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree an agreement not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect affect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act such securities (other than as securities purchased in a part of such underwritten public offering) without the consent during such period, except as part of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of any such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companyif permitted.

Hold-Back Agreements. (a) The Company agrees (i) Restrictions on Public Sale By Holder of Registrable Securities. Each Holder whose registrable securities are covered by a Registration Statement filed pursuant to this Warrant agrees, if so required requested by the managing underwriter of underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofoffering, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities Company of the same type class as the securities included in such underwritten offeringRegistration Statement, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in including a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period Act (except as part of such underwritten registration, if otherwise permitted), unless during the 10-day period prior to, and during the 90-day period beginning on, the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriter for underwriters; provided, however, that the foregoing provisions shall not apply to any Holder if such offering otherwise agreesHolder is prevented by applicable statute or regulation from entering any such agreement. (bii) If Restrictions on Sale of Equity Securities by the Company registers and Others. The Company agrees (1) not to effect any public or private offer, sale or distribution of its equity securities, including a sale pursuant to Regulation D under the Securities Act during the 10-day period prior to, and during the 90-day period beginning with, the effectiveness of a Registration Statement filed under this Warrant to the extent timely notified in writing by a holder of registrable securities or the managing underwriters (except as part of such registration, if permitted, or pursuant to registrations on Forms S-4 or S-8 or any successor form to such Forms or the Company in connection with an underwritten public offering issuance of Common Stock solely by pursuant to warrants or employee stock options outstanding on the Company, date hereof) and (2) to use its best efforts to cause each holder of its privately placed equity securities purchased from the Holders, if so requested by Company at any time on or after the managing underwriter date of such underwritten offering, this Agreement to agree not to effect any public sale or distribution of any of the Registrable Securitiessuch securities during such period, including any a sale pursuant to Rule 144 under the Securities Act (other than except as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriterregistration, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companyif permitted).

Hold-Back Agreements. (a) The Company agrees (i) if so required by By Holders of Registrable Securities. ------------------------------------ Upon the written request of the managing underwriter of an any underwritten offering effected pursuant of the Company's securities, a Holder of Registrable Securities shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in such registration) without the prior written consent of such managing underwriter for a period (not to a Registration under Section 2 or 3 hereof, exceed 30 days before the effective date and 75 days thereafter) that such managing underwriter reasonably determines is necessary in order to effect the underwritten public offering; provided that each of the officers and directors of the Company shall have entered into substantially similar holdback agreements with such managing underwriter covering at least the same period. (b) By the Company and Others. ------------------------- The Company agrees: (i) not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable its Equity Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 18030-day period beginning on prior to, and during the 75- day period after, the effective date of pricing of such each underwritten offering made pursuant to a Demand Registration or a Piggyback Registration, if so requested in writing by the managing underwriter (except as part of such underwritten offering and except or pursuant to registrations on Form Forms S-4 or Form S-8 (or any successor form to such Form)forms thereto), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and and (ii) not to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or issue any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (Equity Securities other than for sale in a registered public offering) offering unless each of the Persons to agree which such securities are issued has entered a written agreement binding on its transferees not to effect any public or private sale or distribution or otherwise dispose (including sales of such securities during such period, including, without limitation, a sale pursuant to Rule 144 under the Securities Act) of any such securities during such period Act (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior and to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is extent permitted to sell shares of Common Stock of the Companyhereunder).

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable Securities. The Company agrees (i) Investor agrees, if so required reasonably requested by the managing underwriter of underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofUnderwritten Offering, not to effect any public or private sale or distribution of securities of the Company of the same type (including any underlying securities) class as the Registrable Securities securities included in the Registration Statement relating to such underwritten registrationUnderwritten Offering, including a sale pursuant to Rule 144 under the Securities Act (except as part of such Underwritten Offering), during the 10-day period prior to the filing of such Registration Statement, and during the 90-day period beginning on the closing date of each Underwritten Offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters. (b) Restrictions on Sale of Securities by the Company. The Company agrees not to effect any public sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the seven ten days prior to the pricing filing of such offering a registration statement with respect to an Underwritten Offering, and until during the earlier of (A) the end of the 18090-day period beginning on the effective date of pricing of such offering Registration Statement (except as part of such underwritten offering and except registration statement (x) where the Investor participating in such registration statement consents, (y) where the Investor is participating in such registration statement pursuant to registrations on Form S-4 or Form S-8 (or any successor form Section 2(c) hereof, such registration statement was filed by the Company with respect to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder sale of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, and the HoldersInvestor is not simultaneously participating in a registration statement pursuant to Section 2(b) hereof), or (z) with respect to DDR, Realco, the Morgxx Xxxities or Praedium, if so requested by such parties are participating in a Demand Registration pursuant to Section 2(b) hereof), or the managing underwriter commencement of such underwritten offering, agree not to effect any a public sale or distribution of any of the Registrable Securities, including any sale Securities pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Company.

Hold-Back Agreements. (a) The Company agrees (i) if so required by the managing underwriter of an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereof, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 18090-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) 10 days after the abandonment withdrawal of such offeringthe related Registration Statement, and (ii) to use its commercially reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, and no Registrable Securities have been excluded from such offering pursuant to Section 3(b) hereof, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier earliest of (Ai) 180 90 days after the pricing of such offering, (Bii) the abandonment of such offering offering, and (Ciii) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock securities of the Company.

Hold-Back Agreements. (a) The Company agrees (i) if so required by By Holders of Registrable Securities. ------------------------------------ Upon the written request of the managing underwriter of an any underwritten offering effected pursuant of the Company's securities, a Holder of Registrable Securities shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in such registration) without the prior written consent of such managing underwriter for a period (not to a Registration under Section 2 or 3 hereof, exceed 30 days before the effective date and 75 days thereafter) that such managing underwriter reasonably determines is necessary in order to effect the underwritten public offering; provided that each of the officers and directors of the Company shall have entered into substantially similar holdback agreements with such managing underwriter covering at least the same period. (b) By the Company and Others. ------------------------- The Company agrees: not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable its Equity Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 18030-day period beginning on prior to, and during the 75-day period after, the effective date of pricing of such each underwritten offering made pursuant to a Demand Registration or a Piggyback Registration, if so requested in writing by the managing underwriter (except as part of such underwritten offering and except or pursuant to registrations on Form Forms S-4 or Form S-8 (or any successor form to such Form)forms thereto), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) not to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or issue any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (Equity Securities other than for sale in a registered public offering) offering unless each of the Persons to agree which such securities are issued has entered a written agreement binding on its transferees not to effect any public or private sale or distribution or otherwise dispose (including sales of such securities during such period, including, without limitation, a sale pursuant to Rule 144 under the Securities Act) of any such securities during such period Act (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior and to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is extent permitted to sell shares of Common Stock of the Companyhereunder).

Hold-Back Agreements. (a) The Company agrees (i) Restrictions on Public Sale by Holder of Registrable Securities. Each holder of Registrable Securities whose Registrable Securities are eligible for inclusion in a Registration Statement filed pursuant to Sections 3 or 4 agrees, if so required requested by the managing underwriter of or underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofof any Registrable Securities, not to effect any public or private sale or distribution of securities of the same type Registrable Securities, including a sale pursuant to Rule 144 (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during similar provision then in force) under the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering Securities Act (except as part of such underwritten offering registration), during the 10-day period prior to, and except pursuant to registrations on Form S-4 or Form S-8 during the 90-day period (or any successor form such shorter period as may be agreed to by the parties hereto) beginning on the effective date of such Form))Registration Statement, unless to the extent timely notified in writing by the Company or the managing underwriter or underwriters. The foregoing provisions shall not apply to any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of Registrable Securities (except as part of such underwritten registration) during the period referred to in this Section 7(a) unless it has provided 45 days prior written notice of such sale or distribution to the managing underwriter or underwriters. (b) Restrictions on Public Sale by the Company and Others. The Company shall (i) not effect any public sale or distribution of any of its Common Stock for such offering otherwise agreesits own account during the 10-day period prior to, and during the 90-day period beginning on, the effective date of a Registration Statement filed pursuant to Sections 3 or 4 (B) the abandonment except as part of such offeringa Special Registration Statement), and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case Common Stock purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (of any such securities during such period, including sales a sale pursuant to Rule 144 under the Securities Act) of any such securities during such period Act (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Company.

Hold-Back Agreements. (a1) The Company agrees Restrictions on Public Sale by JCC Holding and Others. JCC Holding agrees: (i1) if so required by the managing underwriter of an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereof, not Not to effect any public or private sale or distribution of securities of its equity securities, including a sale pursuant to Regulation D under the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securitiesAct, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 18014-day period prior to, and during the 90-day period (exclusive of any Suspension Periods) beginning on on, the effective date of pricing a Registration Statement filed under Section 3 or 4 hereof or the commencement of the public distribution of securities to the extent timely notified in writing by a holder of Registrable Securities covered by such offering Registration Statement or the managing underwriters (the "Holdback Period") (except as part of such underwritten offering and except Underwritten Registration or pursuant to registrations on Form Forms S-4 or Form S-8 (or any successor form to such Form)Forms), unless the managing underwriter for such offering otherwise agrees, and and (B2) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of its privately placed equity securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company issued by JCC Holding at any time on or after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of such securities during the Registrable SecuritiesHoldback Period, including any a sale pursuant to Rule 144 under the Securities Act (other than except as part of such Underwritten Registration, if permitted). (2) Restrictions on Public Sale by Holder of Registrable Securities. Each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement filed pursuant to Section 3 or 4 hereof agrees, if timely requested in writing by the managing underwriters in an underwritten offering, not to effect any public sale or distribution of securities of JCC Holding of the same class as the securities included in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten public offering) without the consent of the Company or such managing underwriter registration), during the 14-day period commencing on a date specified by prior to, and during the underwriter90-day period (exclusive of any Suspension Periods) following, such date not to exceed seven days prior to the effective date of the Registration Statement for each underwritten offering made pursuant to such registration statementRegistration Statement. The foregoing provisions shall not apply, and ending on the earlier however, to any holder of (A) 180 days after the pricing of Registrable Securities if such offering, (B) the abandonment of holder is prevented by an applicable statute or regulation from entering into any such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companyagreement.

Hold-Back Agreements. (a) The Company agrees (i) if so required Restrictions on Public Distribution by Holder of Registrable ------------------------------------------------------------ Securities. Upon the written request of the managing underwriter or ---------- underwriters of an underwritten offering effected a Public Offering, each Holder of Registrable Securities shall not effect any Public Distribution of such securities, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to a Registration Rule 144 under Section 2 the Securities Act (except as part of such Public Offering), during the 14-day period prior to, and during the 90-day period following, the offering date for each Public Offering made pursuant to such registration statement (as identified by such underwriter or 3 hereofunderwriters or the Company in good faith). The foregoing provisions shall not apply to any Holder that is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such Holder shall undertake not to effect any public or private sale or distribution Public Distribution of the class of securities covered by such registration statement (except as part of such Underwritten Offering) during such period unless it has provided 60 days' prior written notice of such Public Distribution to the same type managing underwriter. (including b) Restrictions on Public Distribution by the Company and Others. ------------------------------------------------------------- The Company agrees and it shall use its best efforts to cause its Affiliates (other than Persons who are Holders hereunder) to agree: (1) not to effect any underlying securities) as the Registrable Securities included Public Distribution of any securities being registered in such underwritten registrationaccordance with Article II hereof, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 18014-day period beginning on prior to, and during the 90-day period following, the offering date of pricing of such offering for each Public Offering made pursuant to a registration statement filed under Article II hereof, if requested in writing by the managing underwriters (except as part of such underwritten offering and except Public Offering or pursuant to registrations on Form S-4 in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or Form S-8 (stock options or any successor form to such Formother employee benefit plans)), unless the managing underwriter for such offering otherwise agrees, ; and (B) the abandonment of such offering, and (ii2) to use reasonable its best efforts to cause each holder Holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from its privately placed Registrable Securities that are issued by the Company at any time on or after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private Public Distribution, including a sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) , of any such securities Registrable Securities during such the period set forth in clause (1) above (except as part of such underwritten registrationPublic Offering, if otherwise and to the extent permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Company.

Hold-Back Agreements. (a) The Restrictions on Public Sale by Holders of Registrable Securities. Subject to Section 4.2(b), the registration rights of the Holders pursuant to this Agreement and the ability to offer and sell Registrable Securities pursuant to a Registration Statement are subject to the following conditions and limitations, and each of the Holders agrees with the Company agrees that: (i) If the Company determines in its good faith judgment that the filing of a Registration Statement under Section 4.1 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company's ability to consummate a significant transaction, upon written notice of such determination by the Company, the rights of each of the Holders to offer, sell or distribute any Registrable Securities pursuant to such Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to such Registration Statement (including any action contemplated by Section 4.3 hereof) will for up to 120 days in any 12- month period be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4.2(a)(i) is no longer necessary. (ii) If consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S-X under the Securities Act, upon written notice thereof by the Company to the Holders, the rights of each of the Holders to offer, sell or distribute any Registrable Securities pursuant to a Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to such Registration Statement (including any action contemplated by Section 4.2 hereof) will for up to 120 days in any 12-month period be suspended until the date on which the Company has obtained the financial information required by Rule 3-05 or Article 11 of Regulation S-X to be included in such Registration Statement. (iii) In the case of the registration of any underwritten primary offering of capital stock of the Company (other than any registration by the Company on Form F-8 or Form S-8, or a successor or substantially similar form, of (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or (B) a dividend reinvestment plan), each Holder agrees, if so required requested in writing by the managing underwriter of an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofunderwriters administering such offering, not to effect any public or private offer, sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form option or right to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the acquire Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days 10th day prior to the effective date of the registration statement covering such registration statement, underwritten primary offering and ending on the earlier of (A) 180 days after the pricing of date specified by such offering, (B) the abandonment of managing underwriter or underwriters in such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companywritten request.

Hold-Back Agreements. (a) The Company agrees (i) Restrictions on Public Sale By Holder of Registrable Securities. Each Holder whose registrable securities are covered by a Registration Statement filed pursuant to this Warrant agrees, if so required requested by the managing underwriter of underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofoffering, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities Company of the same type class as the securities included in such underwritten offeringRegistration Statement, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in including a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period Act (except as part of such underwritten registration, if otherwise permitted), unless during the 10-day period prior to, and during the 90-day period beginning on, the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriter for such offering otherwise agrees. underwriters; provided, however, that the holders of the Registrable Securities will not be subject to the hold-back restrictions of this Section if the Company and the other holders of the Company's equity securities have not complied with the provisions of subsection (b) If the Company registers securities of the Company below. The foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or regulation from entering any such agreement; provided, however, that any such Holder shall undertake, in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of its request to participate in any such underwritten offering, not to effect any public sale of such applicable class of registrable securities unless it has provided 45 days prior written notice of such sale or distribution to the underwriter or underwriters. (ii) Restrictions on Sale of Equity Securities by the Company and Others. The Company agrees (1) not to effect any public or private offer, sale or distribution of its equity securities, including a sale pursuant to Regulation D under the Securities Act, (i) during the 10-day period prior to, and during the 90-day period beginning with, the effectiveness of a Registration Statement filed under this Warrant to the extent timely notified in writing by a holder of registrable securities or the managing underwriters (except as part of such registration, if permitted, or pursuant to registrations on Forms S-4 or S-8 or any successor form to such Forms or the issuance of Common Stock pursuant to warrants or employee stock options outstanding on the date hereof) and (2) to use its best efforts to cause each holder of its privately placed equity securities purchased from the Company at any time on or after the date of this Agreement to agree not to effect any public sale or distribution of any of the Registrable Securitiessuch securities during such period, including any a sale pursuant to Rule 144 under the Securities Act (other than except as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriterregistration, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companyif permitted).

Hold-Back Agreements. If and whenever the Company proposes to register any of its equity securities under the Securities Act, whether or not for its own account (a) The Company agrees (i) other than pursuant to a Special Registration), or is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each Holder, if so required by the managing underwriter of in an underwritten offering effected offering, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company during the 10 days prior to, and for 90 days after, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder of any equity security, or of any security convertible into or exchangeable or exercisable for any equity security, of the Company purchased from the Company at any time other than in a Registration under Section 2 public offering to enter into a similar agreement with the Company. The foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or 3 hereofregulation from entering into any such agreement; provided, however, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public or private sale or distribution of securities any applicable class of the same type (including any underlying securities) as the Registrable Securities included in commencing on the date of sale of such underwritten registrationapplicable class of Registrable Securities unless it has provided 45 days prior written notice of such sale or distribution to the underwriter or underwriters. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven 10 days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agreesto, and (B) the abandonment of such offeringfor 90 days after, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on if required by the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companymanaging underwriter.

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable Securities. The Company agrees (i) Investor agrees, if so required reasonably requested by the managing underwriter of underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofUnderwritten Offering, not to effect any public or private sale or distribution of securities of the Company of the same type (including any underlying securities) class as the Registrable Securities securities included in the Registration Statement relating to such underwritten registrationUnderwritten Offering, including a sale pursuant to Rule 144 under the Securities Act (except as part of such Underwritten Offering), during the 10-day period prior to the filing of such Registration Statement, and during the 90-day period beginning on the closing date of each Underwritten Offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters. (b) Restrictions on Sale of Securities by the Company. The Company agrees not to effect any public sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the seven ten days prior to the pricing filing of such offering a registration statement with respect to an Underwritten Offering, and until during the earlier of (A) the end of the 18090-day period beginning on the effective date of pricing of such offering Registration Statement (except as part of such underwritten offering and except registration statement (x) where the Investor participating in such registration statement consents, (y) where the Investor is participating in such registration statement pursuant to registrations on Form S-4 or Form S-8 (or any successor form Section 2(c) hereof, such registration statement was filed by the Company with respect to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder sale of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, and the HoldersInvestor is not simultaneously participating in a registration statement pursuant to Section 2(b) hereof), or (z) with respect to Realco or the Purchasers, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale parties are participating in a Demand Registration pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Company.Section 2(b)

Hold-Back Agreements. (a) The Company agrees (i) if so required Restrictions on Public Sale by the managing underwriter Holder of an underwritten offering effected Registrable ---------------------------------------------------- Securities. Each holder of Registrable Securities whose Registrable Securities ---------- are eligible for inclusion in a Registration Statement filed pursuant to a Registration under Section 2 Sections 3 or 3 hereof, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise 4 agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter or underwriters in an underwritten offering of such underwritten offeringany Registrable Securities, agree not to effect any public sale or distribution of any of the Registrable Securities, including any a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act (other than except as a part of such underwritten public offering) without registration), during the consent of 10-day period prior to, and during the Company 180-day period (or such managing underwriter during the shorter period commencing on a date specified as may be agreed to by the underwriter, such date not to exceed seven days prior to parties hereto) beginning on the effective date of such registration statementRegistration Statement, and ending on to the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which extent timely notified in writing by the Company or the managing underwriter or underwriters. The foregoing provisions shall not apply to any affiliate holder of Registrable Securities if such holder is prevented by applicable statute or executive officer regulation from entering into any such agreement; provided, however, that any such holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of Registrable Securities (except as part of such underwritten registration) during such period unless it has provided 45 days prior written notice of such sale or distribution to the Company is permitted to sell shares of Common Stock of the Companymanaging underwriter or underwriter.

Hold-Back Agreements. (a) The Company agrees (i) Restrictions on Public Sales by Holders. Each Holder agrees, if so required --------------------------------------- requested in writing by the managing underwriter of underwriters in an underwritten offering effected Underwritten Offering, with respect to any Underwritten Offering in which such Holder's Registrable Securities are covered by a Registration Statement filed pursuant to a Registration under Section 2 or 3 hereof, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities Company of the same type class as the securities included in such underwritten offeringRegistration Statement, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in including a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period Act (except as part of such underwritten registration, if otherwise permittedUnderwritten Registration), unless during the 90-day period following the effective date of the Registration Statement for each Underwritten Offering made pursuant to such Registration Statement, in each case to the extent timely notified in writing by the Company or the managing underwriter for such offering otherwise agreesunderwriters. (b) If Restrictions on Public Sale by the Company registers and Others. ----------------------------------------------------- The Company agrees: (1) not to effect any public sale or distribution of its equity securities of during the Company in connection with an underwritten public offering of Common Stock solely by 30-day period prior to, and during the Company90-day period after, the Holderseffective date of any Underwritten Offering made pursuant to a Registration Statement filed under Section 3 hereof, if so to the extent timely requested in writing by the managing underwriter underwriters (except as part of such underwritten offering, Underwritten Registration or pursuant to registrations on Forms S-4 or S-8 or any successor form to such Forms); and (2) to cause each holder of its privately placed equity securities who beneficially owns at least one percent of any class of the Company's outstanding equity securities issued by the Company at any time on or after the date of this Agreement to agree not to effect any public sale or distribution of any of such securities during the Registrable Securitiesperiod described in Section 4(b)(i) above, including any a sale pursuant to Rule 144 under the Securities Act (other than except as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriterUnderwritten Registration, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companyif permitted).

Hold-Back Agreements. 4.1 Restrictions on Public Sale by Holder of Registrable Securities. (a) The Company agrees (i) Each Holder of Registrable Securities agrees, if so required requested by the managing underwriter of or underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofof any Registrable Securities, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (any other sale pursuant to the exemption from the registration requirements of the Securities Act, of its remaining equity securities of the Company, including sales a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act) of any such securities during such period Act (except as part of such underwritten registration), if otherwise permitted)during the 14-day period prior to, and during the 90-day period (or such shorter period as may be agreed to by the parties hereto) beginning on, the effective date of such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriter or underwriters, unless the underwriters managing underwriter for such the registered offering and the Company otherwise agreesagree. (b) If the Company registers securities Each Holder of the Company in connection with an underwritten public offering of Common Stock solely Registrable Securities agrees by the Company, the Holders, if so requested by the managing underwriter acquisition of such underwritten offering, agree Registrable Securities not to effect any public sale or distribution or any other sale pursuant to any exemption from the registration requirements of the Securities Act of any equity securities of the Registrable SecuritiesCompany, including any a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act (other than except as a part of such underwritten public offering) without the consent of the Company or such managing underwriter registration), during the period commencing that a holder of securities registrable under any of the agreements set forth on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company Schedule 10.2 or any affiliate agreement entered into in accordance with the terms provided pursuant to Section 4.2(ii) hereunder is prohibited from making any such sale or executive officer distribution as a result of the Company is permitted a underwritten public offering pursuant to sell shares of Common Stock of the Companysuch agreement.

Hold-Back Agreements. (a) The If and whenever the Company agrees (i) proposes to register any of its equity securities under the Securities Act for the account of any Holder, each Holder, if so required by the managing underwriter in an Underwritten Offering, agrees by acquisition of an underwritten offering effected such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, without limitation, any sale pursuant to Rule 144, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company during the ten (10) days prior to, and for up to ninety (90) days after, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each director and executive officer of the Company to enter into a Registration under Section 2 similar agreement with the Company. The foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or 3 hereofregulation from entering into any such agreement; provided, however, that any such Holder shall undertake, in its request to participate in any such Underwritten Offering, not to effect any public or private sale or distribution of securities any applicable class of the same type (including any underlying securities) as the Registrable Securities included in commencing on the date of sale of such underwritten registrationapplicable class of Registrable Securities unless it has provided forty-five (45) days prior written notice of such sale or distribution to the underwriter or underwriters. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven ten (10) days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agreesto, and for ninety (B90) the abandonment of such offeringdays after, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statementif required by the managing underwriter (provided, and ending on however, in no event shall such period of time be greater than the earlier period of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company time any Holder or any affiliate or executive officer of other selling shareholder agrees with the Company is permitted to sell shares of Common Stock of the Companymanaging underwriter).

Hold-Back Agreements. (a) The Company agrees (i) if so required by the managing underwriter of an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereof, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any its Common Stock during the 30-day period prior to, and during the ninety (90) day period after, the effective date of the Registrable Securities, including any sale each underwritten offering made pursuant to Rule 144 under a Registration, if so requested in writing by the Securities Act managing underwriter of any offering effected pursuant to this Agreement (other than except as a part of such underwritten public offeringoffering or pursuant to registrations on Forms S-4 or S-8). (b) without For so long as a Holder of Registrable Securities and any of its Affiliates own, directly or indirectly, Registrable Securities representing 50% or more of the consent Company’s outstanding Common Stock (on an as-converted basis), the Holders of Registrable Securities agree not to offer, sell, transfer or otherwise dispose of the Registrable Securities other than to any of their Permitted Transferees, or make any demand for, or exercise any right with respect to, the Registration of Registrable Securities: (i) with respect to an Initial Public Offering, for a period of up to one hundred eighty (180) days (or such shorter period applicable to executive officers, directors or 5% or greater stockholders of the Company who collectively hold 50% or more of the Equity Securities collectively held by the entire group of executive officers, directors and 5% or greater stockholders of the Company) following the effective date of a registration statement relating to any Initial Public Offering, if requested in writing by the managing underwriter of such offering, or (ii) with respect to any public offering of Common Stock of the Company (other than the Initial Public Offering), for a period of up to ninety (90) days (or such shorter period applicable to executive officers, directors or 5% or greater stockholders of the Company who collectively hold 50% or more of the Equity Securities collectively held by the entire group of executive officers, directors and 5% or greater stockholders of the Company) after any such public offering of Common Stock of the Company, if requested in writing by the managing underwriter of such offering; provided, however, that if such managing underwriter during or other party with the period commencing on a date specified requisite authority waives any of the foregoing restrictions for executive officers, directors or 5% or greater stockholders of the Company who collectively hold 50% or more of the Equity Securities collectively held by the underwriterentire group of executive officers, directors and 5% or greater stockholders of the Company as a group following such date Initial Public Offering or other public offering, as applicable, the Holders of Registrable Securities shall immediately be released from the restrictions set forth in this Section 2.5(b) to the same extent that such restrictions are waived for such group of executive officers, directors and 5% or greater stockholders of the Company. (c) The Holders of Registrable Securities that are excluded from any Registration pursuant to this Agreement as a result of the preferences of the Class D Registrable Stock also agree not to publicly offer or sell such excluded Registrable Securities for a period (not to exceed seven at least 30 days prior to the effective date of such registration statement, the applicable Registration Statement and ending on the earlier of (A) 180 days after thereafter) that the pricing of such offering, (B) managing underwriter reasonably determines is necessary in order to effect the abandonment of such underwritten public offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Class D Registrable Stock of the Companyin which such Registrable Securities were excluded from Registration.

Hold-Back Agreements. (a) The Company agrees (i) if so required by the managing underwriter of an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereof, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to the pricing of such offering and until the earlier of (A) the end of the 180-ninety (90) day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 S-8 or Form S-8 (S-4 or any successor form forms to such Form)Forms), unless the managing underwriter for such offering otherwise agrees, and (B) ten (10) days after the abandonment withdrawal of such offeringthe related Registration Statement, and (ii) to use its commercially reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, and no Registrable Securities have been excluded from such offering pursuant to Section 3(b) hereof, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier earliest of (Ai) 180 ninety (90) days after the pricing of such offering, (Bii) the abandonment of such offering offering, and (Ciii) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock securities of the Company.

Hold-Back Agreements. (a) The Company agrees (i) if so required Restrictions on Public Distribution by Holder of Registrable Securities. Upon the written request of the managing underwriter or underwriters of an underwritten offering effected a Public Offering, the Investors shall not effect any Public Distribution of such securities, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to a Registration Rule 144 under Section 2 the Securities Act (except as part of such Public Offering), during the 14-day period prior to, and during the 90-day period following, the offering date for each Public Offering made pursuant to such registration statement (as identified by such underwriter or 3 hereofunderwriters or the Company in good faith). The foregoing provisions shall not apply to the Investors if the Investors is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that the Investors shall undertake not to effect any public or private sale or distribution Public Distribution of the class of securities covered by such registration statement (except as part of such Underwritten Offering) during such period unless it has provided 60 days’ prior written notice of such Public Distribution to the same type managing underwriter. (including b) Restrictions on Public Distribution by the Company and Others. The Company agrees and it shall use its reasonable best efforts to cause its Affiliates to agree: (1) not to effect any underlying securities) as the Registrable Securities included Public Distribution of any securities being registered in such underwritten registrationaccordance with Article II hereof, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 18014-day period beginning on prior to, and during the 90-day period following, the offering date of pricing of such offering for each Public Offering made pursuant to a registration statement filed under Article II hereof, if requested in writing by the managing underwriters (except as part of such underwritten offering and except Public Offering or pursuant to registrations on Form S-4 in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or Form S-8 (stock options or any successor form to such Formother employee benefit plans)), unless the managing underwriter for such offering otherwise agrees, ; and (B) the abandonment of such offering, and (ii2) to use its reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from its privately placed Registrable Securities that are issued by the Company at any time on or after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private Public Distribution, including a sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) , of any such securities Registrable Securities during such the period set forth in clause (1) above (except as part of such underwritten registrationPublic Offering, if otherwise and to the extent permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Company.

Hold-Back Agreements. (a) The Restrictions on Public Sale by the Company agrees (i) of Registrable Securities. Each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement filed pursuant to Section 3 hereof agrees, if so required requested in writing by the managing underwriter underwriters in an Underwritten Offering, not to effect any public sale or distribution of an underwritten offering effected securities of the Company of the same class as the securities included in such Registration Statement, including a sale pursuant to a Rule 144 under the Securities Act (except as part of such Underwritten Registration), during the ninety (90) day period subsequent to the filing of the Registration under Section 2 or 3 hereofStatement for each Underwritten Offering pursuant to such Registration Statement and during such other period (not less than ninety (90) days) following such effective date as shall be reasonably agreed upon by the Company, the holders of the Registrable Securities whose Registrable Securities are covered by such registration and the managing underwriters. (b) Restrictions on Public Sale by the Company and Others. The Company agrees: (1) not to effect any public or private sale or distribution of securities of its debt or equity securities, including a sale pursuant to Regulation D under the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securitiesAct, during the seven days ninety (90) day period prior to the pricing filing of such offering a Registration Statement under Section 3 hereof, and until during the earlier of one hundred twenty (A120) the end of the 180-day period beginning on on, the closing date of pricing of such offering each Underwritten Offering made pursuant to a Registration Statement filed under Section 3 hereof, to the extent timely requested in writing by the managing underwriters (except as part of such underwritten offering and except Underwritten Registration or pursuant to registrations on Form Forms S-4 or Form S-8 (or any successor form to such Form)forms thereto), unless the managing underwriter for such offering otherwise agrees, and and (B2) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of its privately placed debt or equity securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from issued by the Company at any time on or after the date of this Agreement (other than in a registered public offeringRegistrable Securities or securities issued upon the exercise or conversion of securities outstanding as of the date hereof) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securitiessuch securities, including any a sale pursuant to Rule 144 under the Securities Act (other than except as a part of such underwritten public offering) without the consent of the Company or such managing underwriter Underwritten Registration, if permitted), during the ninety (90) day period commencing on a date specified by the underwriter, such date not to exceed seven days prior subsequent to the effective date filing of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Company.the

Hold-Back Agreements. (a) The Company agrees (i) if so required by By Holders of Registrable Securities. Upon the written request of the managing underwriter of an any underwritten offering effected pursuant of the Company's securities, a Holder of Registrable Securities shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in such registration) without the prior written consent of such managing underwriter for a period (not to a Registration under Section 2 or 3 hereof, exceed 30 days before the effective date and 75 days thereafter) that such managing underwriter reasonably determines is necessary in order to effect the underwritten public offering; provided that each of the officers and directors of the Company shall have entered into substantially similar holdback agreements with such managing underwriter covering at least the same period. (b) By the Company and Others. The Company agrees: (i) not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable its Equity Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 18030-day period beginning on prior to, and during the 75-day period after, the effective date of pricing of such each underwritten offering made pursuant to a Demand Registration or a Piggyback Registration, if so requested in writing by the managing underwriter (except as part of such underwritten offering and except or pursuant to registrations on Form Forms S-4 or Form S-8 (or any successor form to such Form)forms thereto), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and and (ii) not to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or issue any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (Equity Securities other than for sale in a registered public offering) offering unless each of the Persons to agree which such securities are issued has entered a written agreement binding on its transferees not to effect any public or private sale or distribution or otherwise dispose (including sales of such securities during such period, including, without limitation, a sale pursuant to Rule 144 under the Securities Act) of any such securities during such period Act (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior and to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is extent permitted to sell shares of Common Stock of the Companyhereunder).

Hold-Back Agreements. (a) The Company agrees (i) Restrictions on Public Sale by Holder of Registrable Securities. Each holder of Registrable Securities whose Registrable Securities are eligible for inclusion in a Registration Statement filed pursuant to Sections 3 or 4 agrees, if so required requested by the managing underwriter of or underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofof any Registrable Securities, not to effect any public or private sale or distribution of securities of the same type Registrable Securities, including a sale pursuant to Rule 144 (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during similar provision then in force) under the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering Securities Act (except as part of such underwritten offering registration), during the 10-day period prior to, and except pursuant to registrations on Form S-4 or Form S-8 during the 180-day period (or any successor form such shorter period as may be agreed to by the parties hereto) beginning on the effective date of such Form))Registration Statement, unless to the extent timely notified in writing by the Company or the managing underwriter or underwriters. The foregoing provisions shall not apply to any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of Registrable Securities (except as part of such underwritten registration) during such period unless it has provided 45 days prior written notice of such sale or distribution to the managing underwriter or underwriter. (b) Restrictions on Public Sale by the Company and Others. The Company shall (i) not effect any public sale or distribution of any of its Common Stock for such offering otherwise agreesits own account during the 10-day period prior to, and during the 180-day period beginning on, the effective date of a Registration Statement filed pursuant to Sections 3 or 4 (B) the abandonment except as part of such offeringa Special Registration Statement), and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case Common Stock purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (of any such securities during such period, including sales a sale pursuant to Rule 144 under the Securities Act) of any such securities during such period Act (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Company.

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable Securities. The Company agrees (i) Investor agrees, if so required reasonably requested by the managing underwriter of underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofUnderwritten Offering, not to effect any public or private sale or distribution of securities of the Company of the same type (including any underlying securities) class as the Registrable Securities securities included in the Registration Statement relating to such underwritten registrationUnderwritten Offering, including a sale pursuant to Rule 144 under the Securities Act (except as part of such Underwritten Offering), during the 10-day period prior to the filing of such Registration Statement, and during the 90-day period beginning on the closing date of each Underwritten Offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters. (b) Restrictions on Sale of Securities by the Company. The Company agrees not to effect any public sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the seven ten days prior to the pricing filing of such offering a registration statement with respect to an Underwritten Offering, and until during the earlier of (A) the end of the 18090-day period beginning on the effective date of pricing of such offering Registration Statement (except as part of such underwritten offering and except registration statement (x) where the Investor participating in such registration statement consents, (y) where the Investor is participating in such registration statement pursuant to registrations on Form S-4 or Form S-8 (or any successor form Section 2(c) hereof, such registration statement was filed by the Company with respect to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder sale of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, and the HoldersInvestor is not simultaneously participating in a registration statement pursuant to Section 2(b) hereof), or (z) with respect to Realco or the Purchasers, if so requested by such parties are participating in a Demand Registration pursuant to Section 2(b) hereof), or the managing underwriter commencement of such underwritten offering, agree not to effect any a public sale or distribution of any of the Registrable Securities, including any sale Securities pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Company.

Hold-Back Agreements. (a) Restrictions on Public Sale by Company and Holders of Registrable Securities. The Company and each holder of Registrable Securities whose Registrable Securities are eligible for inclusion in a Registration Statement filed pursuant to Sections 3 or 4, if requested by the managing underwriter or underwriters in an underwritten offering of any Registrable Securities, agrees not to, directly or indirectly (except with respect to the Company in connection with a Special Registration Statement), (i) if so offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Registrable Securities (including, without limitation, Registrable Securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and Registrable Securities that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable for Registrable Securities, or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Registrable Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Registrable Securities or other securities, in cash or otherwise, during the 10-day period prior to, and for a period of 90 days after (or such longer period, not to exceed 180 days, which may be required by the managing underwriter of an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereof, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registrationunderwriters, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day shorter period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for or underwriters may agree), the effective date of the Registration Statement, to the extent timely notified in writing by the managing underwriter, or, with respect to each such offering otherwise agreesholder of Registrable Securities, and (B) the abandonment of such offeringCompany. Additionally, and (ii) the Company agrees to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case Common Stock purchased from the Company at any time after the date of this the Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date provisions of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companythis Section 7(a).

Hold-Back Agreements. (a) The Company agrees (i) Restrictions on Public Sale by Holder of Registrable Securities. Each Holder whose Registrable Securities are covered by a Registration Statement filed pursuant to Sections 3, 4 or 5 hereof agrees, if so required requested by the managing underwriter of underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofUnderwritten Offering, not to effect any public or private sale or distribution of securities of the Company the same type (including as or similar to those being registered, or any underlying securities convertible into or exchangeable or exercisable for such securities) as the Registrable Securities included , in such underwritten registrationRegistration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such Underwritten Registration), during the 7-day period prior to, and during the 90-day period (or such longer period of up to 180 days as may be required by such underwriter of all Persons whose securities are covered by such Registration Statement) beginning on, the effective date of any Registration Statement in which such Holders are participating (except as part of such Registration) or the commencement of the public distribution of securities, to the extent timely notified in writing by the Company or the managing underwriters. (b) Restrictions on Public Sale by the Company and Others. The Company agrees not to effect any public sale or distribution of any securities the same as or similar to those being registered by the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 1807-day period prior to, and during the 90-day period (or such longer period of up to 180 days as may be required by such underwriter) beginning on with, the effective date of pricing a Registration Statement filed under Sections 3, 4 or 5 hereof or the commencement of such offering the public distribution of securities to the extent timely notified in writing by a Holder or the managing underwriters (except as part of such underwritten offering and except registration, if permitted, or pursuant to registrations on Form Forms S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder Forms or any registration of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) offering and sale to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities management of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (any employee stock plan or other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companyemployee benefit plan arrangement).

Hold-Back Agreements. (a) The Company agrees Restrictions on Public Sale by Holder of Registrable Securities. (i) Each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement filed pursuant hereto agrees, if so required requested in writing by the managing underwriter of underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereof, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of debt securities of the Issuers of the same class as the debt securities included in such Registration Statement, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of such underwritten registration), during the 7-day period prior to, and during the 90-day period following, the effective date of the Registration Statement for any underwritten offering made pursuant to such Registration Statement. The foregoing provisions shall not apply, however, to any holder of Registrable Securities if such holder is prevented by an applicable statute or regulation from entering into any such agreement. (ii) The Issuers may postpone for a reasonable period of time, not to exceed 120 days, the filing or effectiveness of a Registration requested pursuant to this Agreement if the boards of directors of the Issuers in good faith determine that (A) such Registration might have a material adverse effect on any plan or proposal by either Issuer or any of their respective subsidiaries with respect to any financing, acquisition, recapitalization, reorganization or other material transaction or (B) either Issuer is in possession of material nonpublic information that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or in progress or in any other material adverse consequences to either Issuer; provided, however, that as soon as the conditions permitting such delay no longer exist, the Issuers shall give notice of such fact to the holders of Registrable Securities who have requested such Registration, and shall proceed with the Registration unless the holders of a majority in aggregate principal amount of such Registrable Securities shall have elected, at any time prior to the close of business on the fifth business day after such notice from the Issuers, to withdraw their request for Registration, and provided further, that the Issuers may postpone a Registration not more than once in any 365 day period. (b) Restrictions on Public Sale by the Issuers and Others. The Issuers agree: (i) not to register (including in a Registration Statement filed pursuant hereto) or effect any public sale (other than a public sale of debt securities offered in exchange for existing debt securities) or distribution (or any private sale which contemplates a substantially contemporaneous resale pursuant to Rule 144A) of their debt securities that are substantially similar to the Registrable SecuritiesSecurities during the 7-day period prior to, and during the 90-day period following, the effective date of the Registration Statement for each underwritten offering made pursuant to 5 a Registration Statement filed pursuant hereto, except with the consent of the managing underwriter for such offering; and (ii) to cause each holder of their privately placed debt securities that are substantially similar to the Registrable Securities issued by the Issuers at any time on or after the date of this Agreement to agree not to effect any public sale or distribution, including any a sale pursuant to Rule 144 under the Securities Act Act, of any such securities during the period set forth in clause (other than as a part of such underwritten public offeringi) without above, except with the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of for such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Company.

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable Securities. The Company agrees (i) Investor agrees, if so required reasonably requested by the managing underwriter of underwriters in an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereofUnderwritten Offering, not to effect any public or private sale or distribution of securities of the Company of the same type (including any underlying securities) class as the Registrable Securities securities included in the Registration Statement relating to such underwritten registrationUnderwritten Offering, including a sale pursuant to Rule 144 under the Securities Act (except as part of such Underwritten Offering), during the 10-day period prior to the filing of such Registration Statement, and during the 90-day period beginning on the closing date of each Underwritten Offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters. (b) Restrictions on Sale of Securities by the Company. The Company agrees not to effect any public sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the seven ten days prior to the pricing filing of such offering a registration statement with respect to an Underwritten Offering, and until during the earlier of (A) the end of the 18090-day period beginning on the effective date of pricing of such offering Registration Statement (except as part of such underwritten offering and except registration statement (x) where the Investor participating in such registration statement consents, (y) where the Investor is participating in such registration statement pursuant to registrations on Form S-4 or Form S-8 (or any successor form Section 2(c) hereof, such registration statement was filed by the Company with respect to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder sale of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, and the HoldersInvestor is not simultaneously participating in a registration statement pursuant to Section 2(b) hereof), or (z) with respect to DDR, Praedium, the Morgxx Xxxities or the LaSalle Entities, if so requested by such parties are participating in a Demand Registration pursuant to Section 2(b) hereof), or the managing underwriter commencement of such underwritten offering, agree not to effect any a public sale or distribution of any of the Registrable Securities, including any sale Securities pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Company.

Hold-Back Agreements. (a) The Company agrees (i) if so required Restrictions on Public Sale by the managing underwriter Holders of an underwritten offering effected Registrable --------------------------------------------------------- Securities. Each holder of Registrable Securities whose Registrable Securities ---------- are covered by a Registration Statement filed pursuant to a Registration under Section 2 or 3 hereof, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees. (b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree hereof agrees not to effect any public sale or distribution of any securities of the Registrable SecuritiesCompany of the same class as the securities included in such Registration Statement, including any a sale pursuant to Rule 144 under the Securities Act (other than except as a part of such underwritten public offeringUnderwritten Registration), during the one hundred eighty (180) without day period (or such other time period as shall be reasonably agreed upon by the consent Company, the holders of the Company Registrable Securities whose Registrable Securities are covered by such registration and the managing underwriters) subsequent to the filing of the Registration Statement for each Underwritten Offering pursuant to such Registration Statement and during such other period (not less than one hundred eighty 180 days) following such effective date as shall be reasonably agreed upon by the Company, the holders of the Registrable Securities whose Registrable Securities are covered by such registration and the managing underwriters. The foregoing provisions shall not apply to any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering into any such managing underwriter during agreement; provided that any such holder shall undertake, -------- in its request to participate in any such Underwritten Offering, not to effect any public sale or distribution of the period applicable class of Registrable Securities commencing on a the date specified by the underwriter, of sale of such date not to exceed seven days applicable class of Registrable Securities unless it has provided 45 days' prior written notice of such sale or distribution to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company underwriter or any affiliate or executive officer of the Company is permitted to sell shares of Common Stock of the Companyunderwriters.