Common use of Holdback Agreement Clause in Contracts

Holdback Agreement. (a) If (i) during the Effectiveness Period, the Company shall file a Registration Statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; and

Holdback Agreement. (a) If (i) during the Effectiveness Period, In consideration for the Company shall file a Registration Statement agreeing to its obligations under this Agreement, each Holder agrees in connection with any underwritten offering of the Company’s securities with respect to which the Company has complied with its obligations under Section 2 or Section 3 hereof, as applicable (whether or not such Holder is participating in such offering) upon the request of the underwriters managing any such underwritten offering, not to effect (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(asuch offering) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, grant any option for the purchase of, or otherwise dispose 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, in each case without the prior written consent of such underwriters and subject to customary exceptions, during the Company and Holdback Period; provided that nothing herein will prevent (i) any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, (ii) any pledge of Registrable Securities by a Holder in connection with a Permitted Loan (as defined in the Investment Agreement) or (iii) any foreclosure in connection with a Permitted Loan (as defined in the Investment Agreement) or transfer in lieu of a foreclosure thereunder, in each case that is otherwise in compliance with applicable securities laws. Notwithstanding the foregoing, any discretionary waiver or termination of this holdback provision by such underwriters with respect to any of the Holders shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andHoldback Period.

Holdback Agreement. (a) If (i) during the Effectiveness PeriodCompany at any time shall register Shares under the Securities Act in an Underwritten Offering after the IPO, the Company Shareholders shall file a Registration Statement not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any Registrable Shares (other than those Registrable Shares included in connection with the registration of securities issuable such Registration pursuant to an employee stock optionSections 2, stock purchase 3 or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a4 hereof) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and managing underwriters of such offering for a period (the “Restricted Period”) as shall be determined by the managing underwriter or underwriters, during the ten (10) which period cannot begin more than 7 days prior to the effectiveness of such registration and cannot last more than 60 days after the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statementregistration; provided, however, that if the foregoing restrictions shall not apply with respect to any Shareholder, (a) in the event the managing underwriter or underwritersunderwriters in such offering shall agree, in its or their reasonable judgment, advises any shares of the capital stock of the Company that purchased or otherwise acquired by such Shareholder in the open market following the IPO and (b) other than in the IPO, any registration in which, as a period result of sixty (60) days the underwriter cutback provisions of Section 2 and 4, such Shareholder was either excluded from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction registration entirely or was only permitted to include in such registration less than 25% of the managing underwriter or underwriters Registrable Shares, requested by up such Shareholder to an aggregate of thirty (30) additional days or (B) the abandonment of such offeringbe included therein. Notwithstanding the foregoing, any obligations Section 5 shall only be applicable to the Shareholders if also applicable to all officers, directors and selling shareholders of the Shareholder Company and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to all Primary Shares, Registrable Shares and Other Shares, as applicable. Neither the Company, Company nor the underwriters in respect of such Underwritten Offering shall grant any executive officer discretionary waiver or termination of the Company restrictions of any or any all of such other person who has been granted registration rights agreements unless such waiver or termination shall apply, on a pro rata basis, to the Shares held by the Company; andShareholders.

Holdback Agreement. (a) If (i) during the Effectiveness Period, the Company shall file a Registration Statement registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company the Company’s Ordinary Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the InvestorsShareholder) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, Securities during the ten (10) days prior to the effective date of such Registration Statement registration statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statementregistration statement; provided, that if the managing underwriter or underwritersunderwriter, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional 30 days or (B) the abandonment of such offeringoffering (each such period, including any such permitted extensions thereof, a “Hold Back Period”). Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 2 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or of in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; and.

Holdback Agreement. (a) If (ix) during the Effectiveness Period, the Company Corporation shall file a Registration Statement (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar a dividend reinvestment plan or pursuant to employee benefit plan covering officers or directors of the Corporation or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Actsimilar corporate transaction) with respect to an underwritten public offering of Company Shares or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (iiy) with reasonable prior notice, the managing underwriter or underwriters advises advise the Company Corporation in writing (in which case the Company Corporation shall notify the Shareholder and the InvestorsHolders with a copy of such underwriter’s notice) that a public sale or distribution of Registrable Securities Shares would materially adversely impact affect such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Companyoffering, then, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor Holder shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable lawlaw and unless such managing underwriter or underwriters otherwise agree, refrain from from, directly or indirectly, effecting any public sale, distribution or short sale or distribution of any Registrable Securities, without the prior written consent Shares (except as part of the Company and the managing underwriter or underwriters, such underwritten offering) during the period beginning ten (10) days prior to the effective date of such Registration Statement and continuing until the earliest of (A) sixty (60) days from the effective date abandonment of such Registration Statement; providedoffering, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a (B) such period of sixty (60) days from time as is sufficient and appropriate in the effective date is too short, this sixty (60) day period may be extended by the Company at the direction opinion of the managing underwriter or underwriters by up in order to an aggregate complete the sale and distribution of thirty securities included in such registration (30but in no event in excess of 90 days following the effective date of any offering) additional days or and (BC) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, termination in whole or in partpart of any “hold back” period obtained by the underwriter or underwriters in such offering from the Corporation in connection therewith (each such period, a “Hold Back Period”); provided, that the holdback agreements with respect Holders shall not be subject to the Company, any executive restrictions contained in this Section 4(a) unless each officer and director of the Company Corporation (regardless of the number of Shares then owned by such officer or any director) and each beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of at least 5% of the issued and outstanding shares of Common Stock also agree to be bound by such other person who has been granted registration rights by the Company; andrestrictions.

Holdback Agreement. (a) If (i) during the Effectiveness Period, the Company shall file a Registration Statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securitiesCompany Shares, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, provided that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any the obligations of the Shareholder and each Investor under this Section 4 in respect of any such offering shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the CompanyCompany in respect of such offering; and

Holdback Agreement. (a) If In the case of an underwritten offering of securities by the Company with respect to which the Company has complied with its obligations hereunder, each Holder agrees, if and to the extent (i) requested by the managing underwriter of such underwritten offering and (ii) all of the Company’s named executive officers and directors execute agreements identical to those referred to in this Section 2.6, that it shall not during the Effectiveness Periodperiod beginning on, and ending ninety (90) days (subject to one extension of no more than 17 days if required by the Company shall file a Registration Statement (other than underwriters in connection with the registration of securities issuable pursuant to an employee stock optionFINRA Rule 2711(f)(4) or any similar or successor provision) (or such shorter period as may be permitted by such managing underwriter) after, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of the registration statement filed in connection with such Registration Statement (the “Holdback Period”), except for Registrable Securities included in such registration or as otherwise agreed between such Holder and until such managing underwriter, (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held immediately prior to the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction effectiveness of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days Registration Statement for such offering, or (Bii) the abandonment of such offering. Notwithstanding the foregoing, enter into any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event swap or other arrangement that the Company or any underwriter terminates, releases or waivestransfers to another, in whole or in part, any of the holdback agreements with respect economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; provided, however, that such restrictions shall not apply to any such sales, purchases, grants, transfers, dispositions, or arrangements to settle or otherwise close any hedging instruments that were outstanding prior to the Company, any executive officer beginning of the Company Holdback Period unless the Holder of such Registrable Securities had proposed to sell Registrable Securities in the offering. No Holder subject to this Section 2.6 or any of the Company’s executive officers and directors that execute agreements identical to those referred to in this Section 2.6 shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to or contemplated by this Section 2.6 unless all Holders are also released from their obligations under Section 2.6. In the event of any such other person who has been granted registration rights release the Company shall notify the Holders of any such release within three (3) business days after such release. If requested by the Company; andmanaging underwriter, each Holder shall enter into a lock-up agreement with the applicable underwriters that is consistent with the agreement in this Section 2.6.

Holdback Agreement. Each of the Company and each Holder (aother than a Holder that (1) If is not an employee of the Company or any of its Subsidiaries and (2) for an offering other than the IPO, beneficially owns less than 10% of the Common Stock that is outstanding immediately prior to the offering (calculated on a fully-diluted and fully-Exchanged basis) of Registrable Securities (whether or not such Registrable Securities are covered by a registration statement filed pursuant to Section 2.1, Section 2.2, Section 2.3 or Article III)) agrees that during (i) during such period following the Effectiveness Periodeffective date (which period shall in no event exceed 180 days, subject to any applicable “booster shot” extensions to the extent required under the applicable regulations of FINRA) of a registration statement of the Company shall file a Registration Statement (other than filed in connection with the registration IPO as may be requested by the underwriter or underwriters of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an such underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securitiesoffering, (ii) with reasonable prior noticerespect to underwritten offerings (other than Non-Marketed Underwritten Shelf Take-Downs) only, such period (which period shall in no event exceed 90 days, subject to any applicable “booster shot” extensions to the extent required under the applicable regulations of FINRA) following the effective date of a registration statement of the Company filed under the Securities Act subsequent to the IPO (or, if later in the case of a Marketed Underwritten Shelf Take-Down, the managing date the underwriting agreement for such Marketed Underwritten Shelf Take-Down is entered into) as may be requested by the underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering underwritten offering, and (iii) with respect to Non-Marketed Underwritten Shelf Take-Downs for which an affirmative Non-Marketed Shelf Take-Down Piggyback Election is made only, such period (which period shall in no event exceed 45 days, subject to any applicable “booster shot” extensions to the extent required under the applicable regulations of FINRA) following the date the underwriting agreement for such Non-Marketed Underwritten Shelf Take-Down is entered into as may be requested by the underwriter or underwriters have obtained written holdback agreements from of such underwritten offering, each of the Company, each executive officer of such Holder and its Affiliates shall not, to the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if extent requested by the Company and/or any underwriter, offer, sell, contract to sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of, or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities held by it at any time during such period (which prohibition precludes such Holder and the managing underwriter or underwriters, its Affiliates from engaging in any hedging transaction with respect to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities), without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of except Registrable Securities included in such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statementregistration; provided, that if the managing underwriter or underwriterswith respect to restrictions imposed pursuant to clause (iii) above, in its or their reasonable judgment, advises no event shall any Holder be subject to such restrictions for more than 90 days during any 12-month period (plus any applicable “booster shot” periods to the Company extent required under the applicable regulations of FINRA ). Each Holder agrees that a period of sixty (60) days from it shall deliver to the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up of any offering to an aggregate of thirty which clause (30i), (ii) additional days or (Biii) is applicable a customary agreement reflecting its agreement set forth in this Section 2.12.(1) For the abandonment avoidance of such offering. Notwithstanding the foregoingdoubt, any obligations of the Shareholder and each Investor no restrictions under this Section 4 2.12 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements apply with respect to Non-Marketed Underwritten Shelf Take-Downs for which no Non-Marketed Shelf Take-Down Piggyback Election is made. For the avoidance of doubt, for the purposes of this Section 2.12, a Management Vehicle shall be deemed to be an employee of the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; and.

Holdback Agreement. (a) If (i) during In the Effectiveness Period, case of an underwritten offering of securities by the Company (which, for purposes of this Section 6 shall file a include an underwritten Takedown but shall not include the effectiveness of the Shelf Registration Statement (other than in connection with the registration absence of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Actunderwritten Takedown) with respect to an which the Company has complied with its obligations hereunder, each Holder agrees, if and to the extent (i) requested by the managing underwriter of such underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, and (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution all of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company’s directors execute agreements identical to those referred to in this Section 6, each executive officer that it shall not during the period beginning on, and ending one hundred eighty (180) days (subject to one extension of the Company and each other person who has been granted registration rights no more than 17 days if required by the Companyunderwriters in connection with FINRA Rule 2711(f)(4) or any similar or successor provision) (or such shorter period as may be permitted by such managing underwriter) after, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of the registration statement filed in connection with such Registration Statement and until (the earliest “Holdback Period”), except for Registrable Securities included in such Registration, directly or indirectly, (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, warrant to purchase or otherwise transfer or dispose of (A) sixty (60) days from the effective date any of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days Common Stock or (Bii) the abandonment of such offering. Notwithstanding the foregoing, enter into any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event swap or other agreement that the Company or any underwriter terminates, releases or waivestransfers, in whole or in part, any of the holdback agreements with respect economic consequences of its ownership of any of its Common Stock, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of any shares of Common Stock, in cash or otherwise; provided, however, that such restrictions shall not apply to any such sales, purchases, grants, transfers, dispositions or arrangements to settle or otherwise close any hedging instruments that were outstanding prior to the Company, beginning of the Holdback Period. No Holder subject to this Section 6 (or any executive officer and/or director of the Company bound by these restrictions as required by this Section 6) shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to or contemplated by this Section 6 unless all Holders are also released from their obligations under Section 6(a). In the event of any such other person who has been granted registration rights release the Company shall notify the Holders of any such release within three (3) business days after such release. If requested by the Company; andmanaging underwriter, each Holder shall enter, and shall use commercially reasonable efforts to ensure that each Affiliate of such Holder holding Registrable Securities enters, into a lock-up agreement with the applicable underwriters that is consistent with the agreement in the preceding sentence.

Holdback Agreement. (a) If requested by the managing underwriters of an Underwritten Offering (i) during including the Effectiveness PeriodIPO), neither the Eligible Holders nor the Company shall file a Registration Statement offer for sale (other than including by short sale), grant any option for the purchase of, or otherwise transfer (whether by actual disposition or effective economic disposition due to cash settlement, derivatives transaction that transfers to another, in connection with the registration of securities issuable pursuant to an employee stock optionwhole or in part, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction any of the type specified economic benefits or risks of ownership of Common Stock or otherwise), any equity securities (or interests therein) in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company for a period designated by the Company in writing to the Eligible Holders, which shall begin (i) in the case of the IPO, on the date the Company first files a prospectus that includes a price range in respect of the IPO, (ii) in the case of a Takedown Demand, the earlier of the date of the underwriting agreement and the managing underwriter commencement of marketing efforts or underwriters(iii) for any other offering, during the ten (10) 7 days prior to before the effective date of the registration statement, and shall not last longer than 180 days following such Registration Statement effective date for the IPO and until the earliest of ninety (A) sixty (6090) days from the following such effective date of such Registration Statement; providedfor any offering thereafter, that if the managing underwriter or underwriterssubject, in its or their each case, to reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended extension as determined by the Company at to the direction extent necessary to avoid a blackout of research reports under applicable regulations of FINRA (each such period, a “Holdback Period”); provided that except (x) in the case of an IPO, no Holdback Period shall apply to any Equity Holder who is not entitled to participate in an Underwritten Offering hereunder (disregarding the effect of any underwriter cutbacks imposed on such Equity Holder) and (y) in the case of an Overnight Underwritten Takedown Offering, no Holdback Period shall apply to the TCV Group if no member of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of TCV Group is participating in such offeringOvernight Underwritten Takedown Offering. Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to Registrations on Form S-4 or S-8 or any successor form to such Forms or as part of any Registration of securities for offering and sale to employees, directors or consultants of the Company and its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement. If requested by the managing underwriter of any such offering and subject to the approval of the Company, the Company and the Eligible Holders shall execute a separate agreement to the foregoing effect. The Company and Desert Newco may impose stop-transfer instructions with respect to the Common Stock, Units or other securities subject to the foregoing restriction until the end of the Holdback Period. Notwithstanding the foregoing, if the managing underwriters in connection with any such offering waive all or any portion of the Holdback Period with respect to any Eligible Holders, the Company, the Requesting Equity Holders or the Initiating Equity Holders, as applicable, will use reasonable best efforts to cause such managing underwriters to apply the same waiver to all other Eligible Holders. The obligations of the Shareholder and each Investor any person under this Section 4 shall terminate are not in the event limitation of holdback or transfer restrictions that the Company may otherwise apply by virtue of any other agreement or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andundertaking.

Holdback Agreement. If the Corporation at any time shall register shares of Common Stock pursuant to Section 2, 3, or 4 hereof, no holder of the Registrable Shares so registered shall sell publicly such Registrable Shares before the 180th day following the Closing Date. If the Corporation at any time shall register shares of Common Stock under the Securities Act (aincluding any registration pursuant to Sections 2, 3 or 4 hereof) If (i) during for sale to the Effectiveness Periodpublic in an underwritten offering, no Investor shall sell, make any short sale of, grant any option for the Company shall file a Registration Statement purchase of, or otherwise dispose of, any Registrable Shares (other than those shares of Common Stock included in connection with the such registration of securities issuable pursuant to an employee stock optionSections 2, stock purchase 3 or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a4 hereof) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and Corporation, for a period as shall be determined by the relevant managing underwriter or underwriters, during the ten (10) which period shall not last more than 180 days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from after the effective date of such Registration Statement; provided. From and after the date hereof, that the Corporation shall use commercially reasonable efforts to obtain the agreement of any Person permitted to sell shares of stock in a registration to be bound by and to comply with this Section 5 (or similar provisions of a separate agreement) as if such Person were an Investor. If the Corporation at any time pursuant to Sections 2 or 3 of this Agreement shall register under the Securities Act Registrable Shares held by the Investors for sale to the public pursuant to an underwritten offering, the Corporation shall not effect any public sale or distribution of securities similar to those being registered, or any securities convertible into or exercisable or exchangeable for such securities, for such period as shall be determined by the Corporation and the managing underwriter or underwriters, in its or their which period shall not be less than 5 days. Preparation and Filing. ---------------------- If and whenever the Corporation is under an obligation pursuant to the provisions of this Agreement to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicable: use commercially reasonable judgment, advises the Company efforts to cause a Registration Statement that registers such Registrable Shares to become and remain effective for a period of sixty 180 days or until all of such Registrable Shares have been disposed of (60if earlier); furnish, at least five Business Days before filing a Registration Statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a Registration Statement or prospectus, to one counsel selected by the Investors ("Counsel") days from copies of all such documents proposed to be filed (it being understood that such five-Business Day period need not apply to amendments or successive drafts of the effective date same document proposed to be filed so long as such amendments or successive drafts are supplied to Counsel in advance of the proposed filing by a period of time that is too short, this sixty (60) day period customary and reasonable under the circumstances); prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be extended by necessary to keep such Registration Statement effective for at least an additional period of 90 days or until all of such Registrable Shares have been disposed of (if earlier) and to comply with the Company at the direction provisions of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements Securities Act with respect to the Company, any executive officer sale or other disposition of such Registrable Shares; promptly notify Counsel in writing (i) of the Company receipt by the Corporation of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Corporation of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes; use its best efforts to register or qualify such Registrable Shares under such other person who securities or blue sky laws of such jurisdictions as the holders of the Registrable Shares reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable such holders to consummate the disposition in such jurisdictions of such holders' Registrable Shares; provided, however, that the Corporation will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (e); furnish to the holders of such Registrable Shares such number of copies of a summary prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holders may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares; without limiting subsection (e) above, use its best efforts to cause such Registrable Shares to be registered with or approved by such other governmental agencies or authorities of the United States as may be necessary by virtue of the business and operations of the Corporation to enable the holders of such Registrable Shares to consummate the disposition of such Registrable Shares; notify the holders of such Registrable Shares on a timely basis at any time when a prospectus relating to such Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in subparagraph (a) of this Section 6, of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such holders, prepare and furnish to such holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; make available upon reasonable notice and during normal business hours, for inspection by any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by the underwriter (the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Corporation (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Corporation's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such Registration Statement. Any of the Information which the Corporation determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been granted registration rights made generally available to the public, and the Investors agree that they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Corporation and allow the Corporation, at the Corporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential; if required by the Companyunderwriters, use commercially reasonable efforts to obtain from its independent certified public accountants "cold comfort" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters; if required by the underwriters, use commercially reasonable efforts to obtain from its counsel an opinion or opinions in customary form; provide a transfer agent and registrar (which may be the same entity and which may be the Corporation) for such Registrable Shares; issue to any underwriter to which the holders of such Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares; use commercially reasonable efforts to qualify such Registrable Shares for listing on the Nasdaq Stock Market or such other national securities exchange on which the Corporation shall from time to time list its securities; otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission; and subject to all the other provisions of this Agreement, use commercially reasonable efforts to take all other commercially reasonable steps necessary to effect the registration of such Registrable Shares contemplated hereby. Each holder of the Registrable Shares upon receipt of any notice from the Corporation of any event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement covering such Registrable Shares until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(h) hereof, and, if so directed by the Corporation, such holder shall deliver to the Corporation all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Shares at the time of receipt of such notice.

Holdback Agreement. (a) If In the case of an underwritten offering of securities by the Company (which, for purposes of this Section 6 shall include an underwritten Takedown but shall not include the effectiveness of the Shelf Registration Statement or sales thereunder in the absence of an underwritten Takedown) with respect to which the Company has complied with its obligations hereunder, each Holder agrees, if and to the extent (i) requested by the managing underwriter of such underwritten offering and (ii) all of the Company’s executive officers and directors execute agreements identical to those referred to in this Section 6, that it shall not during the Effectiveness Periodperiod beginning on, and ending ninety (90) days (or such shorter period as may be permitted by such managing underwriter or such earlier date on which the Company or any Affiliate or executive officer of the Company is permitted to sell the Notes) after, the Company shall file a Registration Statement (other than effective date of the registration statement filed in connection with such Registration (the “Holdback Period”), except for Registrable Securities included in such Registration, effect any public sale or distribution of, directly or indirectly, any of the Registrable Securities held immediately prior to the effectiveness of the registration of securities issuable statement for such offering, including any sale pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) 144 under the Securities Act; provided that such restrictions shall not apply to (v) with respect any pledges of Registrable Securities by a Holder in favor of a lender or other similar financing source, (w) any such sales, purchases, grants, transfers, dispositions or arrangements to an underwritten public offering settle or otherwise close any hedging instruments that were outstanding prior to the beginning of Company Shares the Holdback Period unless the Holder of such Registrable Securities had proposed to sell Registrable Securities in the offering, (x) the transfer of Registrable Securities to any beneficiary of a Holder pursuant to a will, other testamentary document or securities convertible intoapplicable laws of descent, (y) the transfer of Registrable Securities as a bona fide gift or (z) the transfer of Registrable Securities to a family member or trust, provided that, in each of (x) through (z) the transferee agrees to be bound in writing by the terms of this Agreement prior to such transfer and such transfer shall not involve a disposition for value. In addition, notwithstanding the foregoing, any Holder that is a corporation, partnership or limited liability company, such entity (and its transferees or distributees) may transfer or distribute the Registrable Securities to any wholly-owned subsidiary of such entity or to the partners, members, stockholders or Affiliates of such entity, or exchangeable to a charitable or exercisable forfamily trust, provided that the transferee or distributee agrees to be bound in writing by the terms of this Agreement prior to such securities, transfer. No Holder subject to this Section 6 (ii) with reasonable prior notice, the managing underwriter or underwriters advises any officer and/or director of the Company bound by these restrictions as required by this Section 6) shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to or contemplated by this Section 6 unless all Holders are also released (to a similar extent in writing (in which the case of a partial release) from their obligations under this Section 6(a). In the event of any such release the Company shall notify the Shareholder and the InvestorsHolders of any such release within three (3) that a public sale or distribution of Registrable Securities would materially adversely impact business days after such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if release. If requested by the Company managing underwriter, each Holder shall enter, and the managing underwriter or underwriters, shall use commercially reasonable efforts to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date ensure that each Affiliate of such Registration Statement and until Holder holding Registrable Securities enters, into a lock-up agreement with the earliest of (A) sixty (60) days from applicable underwriters that is consistent with the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate agreement in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andpreceding sentence.

Holdback Agreement. (a) If (irequested by the managing underwriter(s) during of an Underwritten Offering, neither the Effectiveness Period, Eligible Holders nor the Company shall file a Registration Statement offer for sale (other than including by short sale), grant any option for the purchase of, or otherwise transfer (whether by actual disposition or effective economic disposition due to cash settlement, derivatives transaction that transfers to another, in connection with the registration of securities issuable pursuant to an employee stock optionwhole or in part, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction any of the type specified economic benefits or risks of ownership of Common Stock or otherwise), any equity securities (or interests therein) in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company for a period designated by the Company in writing to the Eligible Holders, which shall begin (i) in the case of a Takedown Demand, the earlier of the date of the underwriting agreement and the managing underwriter commencement of marketing efforts or underwriters(ii) for any other offering, during the ten (10) 7 days prior to before the effective date of such Registration Statement the registration statement, and until the earliest of shall not last longer than ninety (A) sixty (6090) days from the following such effective date of such Registration Statement; providedfor any offering thereafter, that if the managing underwriter or underwriterssubject, in its or their each case, to reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended extension as determined by the Company at to the direction extent necessary to avoid a blackout of research reports under applicable regulations of FINRA (each such period, a “Holdback Period”); provided that no Holdback Period shall apply to any Equity Holder who is not entitled to participate in an Underwritten Offering hereunder (disregarding the managing effect of any underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of cutbacks imposed on such offeringEquity Holder). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to Registrations on Form S-4 or S-8 or any successor form to such Forms or as part of any registration of securities for offering and sale to employees, directors or consultants of the Company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement. If requested by the managing underwriter(s) of any such offering and subject to the approval of the Company, the Company and the Eligible Holders shall execute a separate agreement to the foregoing effect, each of which shall be substantially similar and none of which shall contain any terms (other than notice requirements for officers and directors) more favorable to any Eligible Holder than all other Eligible Holders. The Company may impose stop-transfer instructions with respect to the Common Stock or other securities subject to the foregoing restriction until the end of the Holdback Period. Notwithstanding the foregoing, if the managing underwriter(s) in connection with any such offering waive all or any portion of the Holdback Period with respect to any Eligible Holders, the Company, the Requesting Equity Holders or the Initiating Equity Holders, as applicable, will use commercially reasonable efforts to cause such managing underwriter(s) to apply the same waiver to all other Eligible Holders. The obligations of the Shareholder and each Investor any person under this Section 4 shall terminate are not in the event limitation of holdback or transfer restrictions that the Company may otherwise apply by virtue of any other agreement or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andundertaking.

Holdback Agreement. (a) If (i) during If, prior to the Effectiveness Periodcommencement of ------------------- an Initial Public Offering, the Company Holdings shall file a Registration Statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) statement with respect to an underwritten public offering of Company Shares Holdings Common Stock, or similar securities or securities convertible into, or exchangeable or exercisable for, Holdings Common Stock or such securities, then, each Management Stockholder (ii) with reasonable prior noticeand each Permitted Transferee of such Management Stockholder), to the extent requested by Holdings or, in the case of an underwritten public offering pursuant to such registration statement, the managing underwriter (or underwriters advises underwriters) in respect of such offering, shall refrain from, directly or indirectly, transferring, selling, assigning, hypothecating or otherwise disposing of, or granting an option to purchase, offering to sell or otherwise seeking to dispose of, any shares of Holdings Common Stock held by such Management Stockholder (or the Company in writing (in which case Permitted Transferees of such Management Stockholder) for a period of 180 days following the Company shall notify the Shareholder and the Investors) that a public sale or distribution effectiveness of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Companyregistration statement, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shalland, if requested by the Company Holdings or such managing underwriter (or underwriters), such Management Stockholder (and the Permitted Transferees of such Management Stockholder) shall enter into a binding agreement with Holdings or such managing underwriter (or underwriters), as applicable, to such effect. If, after the consummation of an Initial Public Offering, Holdings shall file a registration statement with respect to Holdings Common Stock, or similar securities or securities convertible into, or exchangeable or exercisable for, Holdings Common Stock or such securities, then, each Management Stockholder (and each Permitted Transferee of such Management Stockholder), to the extent not inconsistent with applicable lawrequested by Holdings or, refrain from effecting any in the case of an underwritten public sale or distribution of Registrable Securitiesoffering pursuant to such registration statement, without the prior written consent of the Company and the managing underwriter (or underwriters, during the ten (10) days prior to the effective date in respect of such Registration Statement and until offering, shall refrain from, directly or indirectly, transferring, selling, assigning, hypothecating or otherwise disposing of, or granting an option to purchase, offering to sell or otherwise seeking to dispose of, any shares of Holdings Common Stock held by such Management Stockholder (or the earliest of (A) sixty (60) days from the effective date Permitted Transferees of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that Management Stockholder) for a period of sixty 90 days following the effectiveness of such registration statement, and, if requested by Holdings or such managing 146 underwriter (60or underwriters), such Management Stockholder (and the Permitted Transferees of such Management Stockholder) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the shall enter into a binding agreement with Holdings or such managing underwriter (or underwriters by up underwriters), as applicable, to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andeffect.

Holdback Agreement. (a) If the Company effects any registration in connection with an underwritten public offering of Common Stock pursuant to this Agreement, each Holder of Registrable Securities participating in such underwritten public offering will, or (b) if the Company effects any registration in connection with an underwritten public offering of Common Stock solely for its own account (subject to the rights of holders of Registrable Securities to participate in such registration pursuant to Section 3 hereof after the first (1st) anniversary of the IPO Date), each Holder of Registrable Securities will, if requested by the Company, enter into an agreement with the Company and the underwriter or underwriters of such offering (in form reasonably acceptable to the Company) pursuant to which such Holder will agree not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any equity securities of the Company, or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than as part of such underwritten public offering), for a period of ninety (90) days after the effective date of such registration (each, a “Lockup Period”, and together the “Lockup Periods”). The Company may impose stop-transfer instructions with respect to the Registrable Securities subject to the foregoing restriction until the end of said Lockup Periods; provided that the terms of any such restrictions applicable to Holders of Registrable Securities shall be at least as favorable to such Holders as the terms on which any other Person (other than the Company) is permitted to participate in such registration. The Company hereby also agrees to use its reasonable best efforts to cause each other holder of Registrable Securities or securities convertible into or exchangeable or exercisable for Registrable Securities (other than in the case of equity securities issued under dividend reinvestment plans or employee incentive plans) purchased from the Company otherwise than in a public offering to so agree. Notwithstanding the foregoing, if (i) during the Effectiveness last 17 days of a Lock-Up Period, the Company shall file a Registration Statement (other than in connection with the registration of securities issuable pursuant to issues an employee stock option, stock purchase earnings release or similar plan or pursuant to a merger, exchange offer material news or a transaction of material event relating to the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares occurs or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior noticeto the expiration of such Lock-Up Period, the managing underwriter or underwriters advises Company announces that it will release earnings results during the Company in writing (in which case 16-day period beginning on the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer last day of the Company and each other person who has been granted registration rights by the CompanyLock-Up Period, then the Shareholder and each Investor shall, if requested by restrictions imposed in this paragraph shall continue to apply until the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent expiration of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) 18-day period may be extended by beginning on the Company at the direction issuance of the managing underwriter earnings release or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations announcement of the Shareholder and each Investor under this Section 4 shall terminate in material news or the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer occurrence of the Company or any material event, unless the underwriter waives such other person who has been granted registration rights by the Company; andextension in writing.

Holdback Agreement. The Company and each Stockholder that holds greater than 5% of the Common Stock (a) If (i) during the Effectiveness Period, the Company shall file whether or not such Registrable Securities are included in a Registration Statement (other than in connection with the registration of securities issuable filed pursuant to an employee stock optionSection 3.1, stock purchase Section 3.2 or similar plan or Section 3.3) agree, if requested (pursuant to a merger, exchange offer timely written notice) by the lead or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a an underwritten offering, not to effect any public sale or distribution of any of the Registrable Securities would materially adversely impact Securities, including a sale pursuant to Rule 144 (except as part of such offering underwritten offering), for a customary period (which period shall be the same for all applicable Stockholders and (iii) shall not be longer than 180 days in the case of the Company’s first Public Offering and 90 days in the case of any other Public Offering, except to the extent required by FINRA regulations or applicable law), as reasonably determined by the lead or managing underwriter or underwriters in consultation with the Stockholders, after the closing date of the underwritten offering made pursuant to such Registration Statement; provided, that no Stockholder that holds greater than 5% of the Common Stock shall be subject to any such restrictions unless (a) all such restrictions shall have been requested of, and shall be applicable to, all Stockholders that holds greater than 5% of the Common Stock and (b) such underwriter(s) shall have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, . No waiver of any such restrictions shall be effective with respect to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior Stockholder unless such waiver applies uniformly to the effective date of all such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offeringStockholders. Notwithstanding the foregoinganything contained in this Section 3.12, any all obligations of the Shareholder and each Investor Stockholders under this Section 4 3.12 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person Person who has been granted registration rights by the Company; and, unless such termination, release or waiver also applies proportionally (based on their respective ownership of Registrable Securities relative to the number of Registrable Securities held by such executive officer or other Person) to each Stockholder.

Holdback Agreement. (a) If (i) during In the Effectiveness Period, case of an underwritten offering of securities by the Company (which, for purposes of this Section 6 shall file a include an underwritten Takedown but shall not include the effectiveness of the Shelf Registration Statement (other than in connection with the registration absence of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Actunderwritten Takedown) with respect to an which the Company has complied with its obligations hereunder, each Holder agrees, if and to the extent (i) requested by the managing underwriter of such underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, and (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution all of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company’s executive officers and directors execute agreements identical to those referred to in this Section 6, each executive officer that it shall not during the period beginning on, and ending ninety (90) days (subject to one extension of the Company and each other person who has been granted registration rights no more than 17 days if required by the Companyunderwriters in connection with FINRA Rule 2711(f)(4) or any similar or successor provision) (or such shorter period as may be permitted by such managing underwriter) after, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of the registration statement filed in connection with such Registration Statement and until (the earliest “Holdback Period”), except for Registrable Securities included in such Registration, (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of (A) sixty (60) days from Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held immediately prior to the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction effectiveness of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days Registration Statement for such offering, or (Bii) the abandonment of such offering. Notwithstanding the foregoing, enter into any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event swap or other arrangement that the Company or any underwriter terminates, releases or waivestransfers to another, in whole or in part, any of the holdback agreements economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; provided, however, that such restrictions shall not apply to (1) any such sales, purchases, grants, transfers, dispositions or arrangements to settle or otherwise close any hedging instruments that were outstanding prior to the beginning of the Holdback Period unless the Holder of such Registrable Securities had proposed to sell Registrable Securities in the offering or (2) (A) any disposition by Intel of the shares of the Company’s Common Stock that Intel received as Merger Consideration as defined in and pursuant to Section 2.5 of the Transaction Agreement in exchange for its shares of Clearwire common stock or (B) any contract, option or other arrangement or understanding entered into by Intel with respect to the Company, hedging of such shares. No Holder subject to this Section 6 (or any executive officer and/or director of the Company bound by these restrictions as required by this Section 6) shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to or contemplated by this Section 6 unless all Holders are also released from their obligations under Section 6(a). In the event of any such other person who has been granted registration rights release the Company shall notify the Holders of any such release within three (3) business days after such release. If requested by the Company; andmanaging underwriter, each Holder shall enter, and shall use commercially reasonable efforts to ensure that each Affiliate of such Holder holding Registrable Securities enters, into a lock-up agreement with the applicable underwriters that is consistent with the agreement in the preceding sentence.

Holdback Agreement. (a) If (i) during In the Effectiveness Periodevent of an IPO, each holder of Registrable Securities and/or Management Stock and each transferee pursuant to Section 11 agrees upon request of the Company shall file a Registration Statement or the underwriters managing any underwritten offering of the Company’s securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any equity securities of the Company (other than those included in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(aregistration) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or such underwriters, during as the ten case may be, for such period of time (10) days prior not to exceed 180 days, subject to the effective date last paragraph of such Registration Statement and until the earliest of (Athis Section 6) sixty (60) days from the effective date of such Registration Statementregistration as the Company or the underwriters may specify; provided, however, that all directors and officers of the Company and all persons holding in excess of 1% of the shares of capital stock of the Company on a fully diluted basis and all executive officers and directors of the Company shall also have agreed not to sell publicly their Common Stock under the circumstances and pursuant to the terms set forth in this Section 6; and provided further, however, that any such lock-up agreement shall provide that if the managing underwriter Company or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter releases any shares from the lock-up with respect to such offering prior to the scheduled expiration date, the Company or underwriters the managing underwriter shall contemporaneously release the Registrable Securities of each holder of Registrable Securities from such lock-up, pro rata based on the number of shares held by up to an aggregate of thirty (30) additional days or (B) the abandonment of each such offeringholder. Notwithstanding the foregoing, in no event shall any obligations such lock-up apply to shares of Common Stock purchased by any Investor in the Shareholder and each Investor under IPO. For the avoidance of doubt, the foregoing provisions of this Section 4 6 shall terminate apply only to the Company’s IPO. The underwriters in connection with the event that Company’s IPO are intended third party beneficiaries of this Section 6 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. In order to enforce the foregoing covenant, the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements may impose stop-transfer instructions with respect to the CompanyRegistrable Securities and Management Stock of each holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding anything to the contrary contained herein, any executive officer if (i) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or any such other person who has been granted registration rights material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Section 6 shall continue to apply until the Company; andexpiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Holdback Agreement. The Company and each 5% Stockholder (a) If (i) during the Effectiveness Period, the Company shall file whether or not such Registrable Securities are included in a Registration Statement (other than in connection with the registration of securities issuable filed pursuant to an employee stock optionSection 3.1 or Section 3.2) agree, stock purchase or similar plan or if requested (pursuant to a merger, exchange offer timely written notice) by the lead or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a an underwritten offering, not to effect any public sale or distribution of any of the Registrable Securities would materially adversely impact Securities, including a sale pursuant to Rule 144 (except as part of such offering underwritten offering), for a customary period (which period shall be the same for all applicable Stockholders and shall not be longer than one hundred and eighty (iii180) days in the case of the Company’s first Public Offering and ninety (90) days in the case of any other Public Offering, except to the extent required by FINRA regulations or applicable law), as reasonably determined by the lead or managing underwriter or underwriters in consultation with the Stockholders, after the closing date of the underwritten offering made pursuant to such Registration Statement; provided, that no 5% Stockholder shall be subject to any such restrictions unless (a) all such restrictions shall have been requested of, and shall be applicable to, all 5% Stockholders and (b) such underwriter(s) shall have obtained written holdback agreements from the Company, each executive officer of the Company and each other person Person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, . No waiver of any such restrictions shall be effective with respect to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior Stockholder unless such waiver applies uniformly to the effective date of all such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offeringStockholders. Notwithstanding the foregoinganything contained in this Section 3.10, any all obligations of the Shareholder and each Investor Stockholders under this Section 4 3.10 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person Person who has been granted registration rights by the Company; and, unless such termination, release or waiver also applies proportionally (based on their respective ownership of Registrable Securities relative to the number of Registrable Securities held by such executive officer or other Person) to each Stockholder.

Holdback Agreement. (a) If (i) during the Effectiveness Period, the Company shall file a Registration Statement (other than in In connection with the registration of securities issuable pursuant to an employee stock optionany underwritten offering, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter Electing Holders participating in such underwritten offering (i) agree not to directly or underwritersindirectly offer, sell, pledge, contract to the extent not inconsistent with applicable lawsell (including any short sale), refrain from effecting grant any public sale option to purchase or distribution otherwise dispose of Registrable Securities, without the prior written consent any equity securities or securities convertible into equity securities of the Company and the managing underwriter or underwriters, enter into any hedging transaction relating to any such securities (each a “Prohibited Sale”) during the ten (10) seven days prior to and during the effective 90-day period beginning on the closing date of such Registration Statement and until the earliest of underwritten offering (A) sixty (60) days from the effective date except as part of such Registration Statement; providedunderwritten offering or, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, pursuant to registrations on Form S-4 or S-8 or any executive officer successor form), unless the underwriters managing the underwritten offering otherwise agree (such period, the “Holdback Period”), and (ii) except as otherwise permitted by the Required Holders, the Company shall use commercially reasonable efforts to cause each of its directors and officers that is a holder of such equity securities or securities convertible into equity securities 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 Prohibited Sale (including sales pursuant to Rule 144) of any such securities during such Holdback Period except as part of such underwritten offering, if otherwise permitted, unless the underwriters managing the underwritten offering otherwise agree. If (x) the Company issues an earnings release or other material news or a material event relating to the Company and its subsidiaries occurs during the last 17 days of the Holdback Period or (y) prior to the expiration of the Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of an underwritten offering required hereunder to comply with FINRA Rule 2711(f)(4), the Holdback Period shall be extended until 18 days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Company may impose stop-transfer instructions with respect to its securities that are subject to the foregoing restriction until the end of such period, including any such other person who has been granted registration rights by the Company; andperiod of Holdback Extension.

Holdback Agreement. (a) If (i) during the Effectiveness Periodany period that this Agreement remains in effect, the Company REIT shall file a Registration Statement registration statement (other than in connection with a Special Registration Statement or IPO Registration Statement) that provides for the registration offer and sale by the REIT of securities issuable pursuant to an employee stock option, stock purchase Common Shares or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares securities or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises appointed by the Company REIT in writing respect of an underwritten public offering to be conducted by the REIT pursuant to such registration statement advise the REIT (in which case the Company REIT promptly shall notify the Shareholder and the InvestorsHolders) that a public sale or distribution of Registrable Securities Shares would materially adversely impact such offering offering, and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer all of the Company REIT’s officers and each other person who has been granted registration rights by the Companydirectors execute agreements substantially identical to those referred to in this Section 4, then the Shareholder and each Investor Holder shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, Shares (other than any such shares proposed to be sold pursuant to such registration statement) during the ten (10) five days prior to the effective date pricing of such Registration Statement offering registration statement and until the earliest of (A) sixty the abandonment of such offering by the REIT, (60B) in connection with the REIT’s first completed public offering pursuant to the IPO Registration Statement, 180 days from following the effective date of such Registration Statement; providedthat registration statement used in that offering, that if the managing underwriter or underwriters, (C) in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended connection with other firm commitment underwritten offerings by the Company REIT occurring at least 15 months after the direction date hereof, 45 days following the date of the managing underwriter or underwriters by up to an aggregate of thirty pricing in that offering and (30) additional days or (BD) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, termination in whole or in partpart of any “hold back” period agreed at the time of pricing by the underwriter or underwriters in such offering from the REIT or any Affiliate of the REIT in connection therewith (each such period, a “Hold Back Period”). Each Holder subject to this Section 4(a) shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to this Section 4 if any Person referred to in clause (iii) of the first sentence of this Section 4 is released from the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andobligation described above.

Holdback Agreement. (a) If In the case of an underwritten offering of securities by the Company with respect to which the Company has complied with its obligations hereunder, each Holder agrees, if and to the extent (i) requested by the managing underwriter of such underwritten offering and (ii) all of the Company’s named executive officers and directors execute agreements identical to those referred to in this Section 2.6, that it shall not during the Effectiveness Periodperiod beginning on, and ending ninety (90) days (subject to one extension of no more than 17 days if required by the Company shall file a Registration Statement (other than underwriters in connection with the registration of securities issuable pursuant to an employee stock optionFINRA Rule 2711(f)(4) or any similar or successor provision) (or such shorter period as may be permitted by such managing underwriter) after, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of the registration statement filed in connection with such Registration Statement (the “Holdback Period”), except for Registrable Securities included in such registration or as otherwise agreed between such Holder and until such managing underwriter, (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held immediately prior to the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction effectiveness of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days Registration Statement for such offering, or (Bii) the abandonment of such offering. Notwithstanding the foregoing, enter into any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event swap or other arrangement that the Company or any underwriter terminates, releases or waivestransfers to another, in whole or in part, any of the holdback agreements with respect economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; provided, however, that such restrictions shall not apply to any such sales, purchases, grants, transfers, dispositions, or arrangements to settle or otherwise close any hedging instruments that were outstanding prior to the Company, any executive officer beginning of the Company Holdback Period unless the Holder of such Registrable Securities had proposed to sell Registrable Securities in the offering. No Holder subject to this Section 2.6 or any of the Company’s executive officers and directors that execute agreements identical to those referred to in this Section 2.6 shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to or contemplated by this Section 2.6 unless all Holders are also released from their obligations under Section 2.6. In the event of any such other person who has been granted registration rights release the Company shall notify the Holders of any such release within three (3) business days after such release. If requested by the Company; andmanaging underwriter, each Holder shall enter into a lock-up agreement with the applicable underwriters that is consistent with the agreement in this Section 2.6.1

Holdback Agreement. (a) If (i) during the Effectiveness Period, In consideration for the Company shall file a Registration Statement agreeing to its obligations under this Agreement, each Holder agrees in connection with any underwritten offering of the Company’s securities with respect to which the Company has complied with its obligations under Section 2 or Section 3 of this Agreement, as applicable (whether or not such Holder is participating in such offering) upon the request of the underwriters managing any such underwritten offering, not to effect (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(asuch offering) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, grant any option for the purchase of, or otherwise dispose 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, in each case without the prior written consent of such underwriters and subject to customary exceptions, during the Company and Holdback Period; provided that nothing herein will prevent (i) any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, (ii) any pledge of Registrable Securities by a Holder in connection with a Permitted Loan (as defined in the Investment Agreement) or (iii) any foreclosure in connection with a Permitted Loan (as defined in the Investment Agreement) or transfer in lieu of a foreclosure thereunder, in each case that is otherwise in compliance with applicable securities laws. Notwithstanding the foregoing, any discretionary waiver or termination of this holdback provision by such underwriters with respect to any of the Holders shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form S‑4, Form S‑8 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andHoldback Period.

Holdback Agreement. (a) If (i) during the Effectiveness Period, the Company shall file a Registration Statement registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering Underwritten Offering of Company Shares Common Stock or securities convertible into, or exchangeable or exercisable for, such securities, (ii) securities or otherwise informs the Holders that it intends to conduct such Underwritten Offering utilizing an effective registration statement and provides each Holder the opportunity to participate in such Underwritten Offering in accordance with reasonable prior notice, and to the managing underwriter or underwriters advises extent required by the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution terms of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Companythis Agreement, each executive officer Holder shall for so long as such Holder together with its respective Affiliates beneficially owns greater than 5% of the Company and each other person who then outstanding Common Stock or has been granted registration rights by a right to nominate a director to the Company, then Board (as defined in the Shareholder and each Investor shallPurchase Agreement), if requested by the Company and the managing underwriter or underwriters, enter into a customary “lock-up” agreement relating to the extent not inconsistent with applicable lawsale, refrain from effecting any public sale offering or distribution of Registrable Securities, without in the prior written consent of the Company and form reasonably requested by the managing underwriter or underwriters, during covering the ten (10) period commencing on the date of the prospectus or prospectus supplement pursuant to which such offering may be made and continuing until the earlier of 60 days prior to from the effective date of such Registration Statement prospectus or prospectus supplement, as applicable, and until the earliest date on which the Company’s “lock-up” agreement with the underwriters in connection with the offering expires; provided that nothing herein will prevent (i) any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, (ii) any pledge of Registrable Securities by a Holder in connection with a Permitted Loan (Aas defined in the Stockholders Agreement) sixty or (60iii) days from any foreclosure in connection with in connection with a Permitted Loan (as defined in the effective date Stockholders Agreement) or transfer in lieu of such Registration Statement; provided, that if the managing underwriter or underwritersa foreclosure thereunder, in its or their reasonable judgment, advises the Company each case that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offeringotherwise in compliance with applicable securities laws. Notwithstanding the foregoing, any obligations discretionary waiver or termination of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements provision by such underwriters with respect to the Company, any executive officer of the Company or any Holders shall apply to the other Holders as well, pro rata based upon the number of Registrable Securities subject to such other person who has been granted registration rights by the Company; andobligations.

Holdback Agreement. (a) If (i) during the Effectiveness Period, the Company shall file a Registration Statement In connection with any Underwritten Offering (other than in connection with the registration of securities issuable pursuant to an employee stock optionany Demand Registration or Shelf Takedown hereunder), stock purchase each Stockholder will enter into a customary lock-up, holdback or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shallagreement, if requested by the managing underwriter(s) of such offering, during the 10 days prior and the 90-day period beginning on the date of pricing of such offering and otherwise in a form reasonably acceptable to such Stockholder. Any such lock-up, holdback or similar agreement shall contain terms no more adverse in any material respect compared to similar agreements entered into with the Company and its directors and executive officers as well as holders of at least 5% of the managing underwriter Class A Common Stock, and the Stockholders shall only agree to be subject to such lock-up, holdback or underwriters, similar agreement for only so long as the Company and its directors and executive officers as well as holders of at least 5% of the Class A Common Stock are similarly bound and no waiver has been granted to any such person. Notwithstanding anything herein to the extent contrary, the Stockholders shall not inconsistent be required to agree not to (x) offer, sell, contract to sell or otherwise dispose any shares of capital stock to any Family-Related Person or otherwise in connection with applicable lawany bona fide estate, refrain from effecting family or tax planning (including in connection with the repayment of any debt, bequest or other obligations upon the death of any Stockholder or Family-Related Person) or (y) pledge, hypothecate or encumber any shares of capital stock to any third-party pledgee with respect to borrowings by the Stockholders or any Family-Related Persons and, in connection therewith, offer, sell, contract to sell or otherwise dispose of any shares of capital stock in connection with any exercise of remedies with respect thereto. The Company may impose stop-transfer instructions with respect to any Class A Common Stock subject to the restrictions set forth in this Section 9(b) until the the expiration of the lock-up period. If any registration pursuant to Section 2 of this Agreement shall be in connection with any Underwritten Offering, the Company will not effect any public sale or distribution of Registrable Securitiesany Class A Common Stock (or securities convertible into or exchangeable or exercisable therefor) (other than a registration statement (i) on Form X-0, without the prior written consent of the Company and the managing underwriter Xxxx X-0 or underwritersany successor forms promulgated for similar purposes or (ii) filed in connection with any employee benefit or dividend reinvestment plan) for its own account, during the ten (10) 10 days prior to and the effective 90-day period beginning on the date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment pricing of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; and.

Holdback Agreement. (a) If (i) during the Effectiveness Effective Period, the Company shall file a Registration Statement registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering issuance by the Company of Company Shares Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior notice, the Company (in the case of a non-underwritten public offering by the Company pursuant to such registration statement) advises the Holders in writing that a public sale or distribution of such Registrable Shares would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall notify the Shareholder and the InvestorsHolders) that a public sale or distribution of Registrable Securities Shares would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder and each Investor Holder shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, Shares pursuant to any then effective Shelf Registration during the ten (10) days prior to to, and during the 90-day period beginning on, the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of registration statement or such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a shorter period of sixty (60) days from the effective date is too short, this sixty (60) day period as may be extended requested by such underwriters (each such period, a "Hold Back Period"), and any public sale by a Holder of Registrable Shares during such Hold Back Period shall be made in accordance with the Company at volume limitations set forth in Rule 144(e) under the direction of the managing underwriter or underwriters by up to an aggregate of thirty Securities Act (30) additional days or (B) the abandonment of such offeringdetermined without regard for Rule 144(k)). Notwithstanding the foregoing, any obligations a Holder shall not be obligated to refrain from effecting an underwritten public offering of Registrable Shares during a Hold Back period if, at least five Business Days prior to receiving the Shareholder and each Investor under this Section 4 shall terminate in the event that notice from the Company or any underwriter terminates, releases or waives, in whole or in partcontemplated by clause (ii) above, the holdback agreements with respect to the Company, any executive officer of Holder shall have notified the Company or any of its current intention to effect an underwritten public offering of Registrable Shares (with a view to consummating such other person who has been granted registration rights by an offering within 45 days after the Company; anddate of such notice) pursuant to a then effective Shelf Registration during such Hold Back Period.

Holdback Agreement. (a) If requested by the managing underwriter(s) of an Underwritten Offering (i) during including the Effectiveness PeriodIPO), neither the Eligible Holders nor the Company shall file a Registration Statement offer for sale (other than including by short sale), grant any option for the purchase of, or otherwise transfer (whether by actual disposition or effective economic disposition due to cash settlement, derivatives transaction that transfers to another, in connection with the registration of securities issuable pursuant to an employee stock optionwhole or in part, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction any of the type specified economic benefits or risks of ownership of Common Stock or otherwise), any equity securities (or interests therein) in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company for a period designated by the Company in writing to the Eligible Holders, which shall begin (i) in the case of the IPO, on the date the Company first files a prospectus that includes a price range in respect of the IPO, (ii) in the case of a Takedown Demand, the earlier of the date of the underwriting agreement and the managing underwriter commencement of marketing efforts or underwriters(iii) for any other offering, during the ten (10) 7 days prior to before the effective date of the registration statement, and shall not last longer than 180 days following such Registration Statement effective date for the IPO and until the earliest of ninety (A) sixty (6090) days from the following such effective date of such Registration Statement; providedfor any offering thereafter, that if the managing underwriter or underwriterssubject, in its or their each case, to reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended extension as determined by the Company at to the direction extent necessary to avoid a blackout of research reports under applicable regulations of FINRA (each such period, a “Holdback Period”); provided that except in the managing case of an IPO, no Holdback Period shall apply to any Equity Holder who is not entitled to participate in an Underwritten Offering hereunder (disregarding the effect of any underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of cutbacks imposed on such offeringEquity Holder). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to Registrations on Form S-4 or S-8 or any successor form to such Forms or as part of any Registration of securities for offering and sale to employees, directors or consultants of the Company and its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement. If requested by the managing underwriter(s) of any such offering and subject to the approval of the Company, the Company and the Eligible Holders shall execute a separate agreement to the foregoing effect, each of which shall be substantially similar and none of which shall contain any terms (other than notice requirements for officers and directors) more favorable to any Eligible Holder than all other Eligible Holders. The Company may impose stop-transfer instructions with respect to the Common Stock or other securities subject to the foregoing restriction until the end of the Holdback Period. Notwithstanding the foregoing, if the managing underwriter(s) in connection with any such offering waive all or any portion of the Holdback Period with respect to any Eligible Holders, the Company, the Requesting Equity Holders or the Initiating Equity Holders, as applicable, will use commercially reasonable efforts to cause such managing underwriter(s) to apply the same waiver to all other Eligible Holders. The obligations of the Shareholder and each Investor any person under this Section 4 shall terminate are not in the event limitation of holdback or transfer restrictions that the Company may otherwise apply by virtue of any other agreement or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andundertaking.

Holdback Agreement. (a) If (i) during To the Effectiveness Period, the Company shall file a Registration Statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Companyfullest extent permitted by law, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shallHolder, if requested by the Company Corporation and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent securities of the Company Corporation in connection with the Initial Public Offering, agrees to enter into an agreement consistent with then market practice for major bracket underwriters (a “Lock-up Agreement”) not to sell or otherwise transfer or dispose of any shares of Common Stock (other then in connection with such Holder’s registration rights hereunder) for such period of time (not to exceed 180 days for the Initial Public Offering and the managing underwriter or underwriters, during the ten (10not to exceed 90 days for any other underwritten public offering) days prior to following the effective date of such a Registration Statement and until of the earliest of Corporation filed under the Securities Act (A) sixty (60) days from the effective date of such Registration Statement; “Lock-up Period”), provided, (i) that in the case of each Initial Member (and its Affiliates and Permitted Assignees), such restrictions shall only apply to shares of Common Stock acquired by such Initial Member (or its Affiliates or Permitted Assignees) pursuant to any Conversion; (ii) that such Lock-up Agreement shall also bind the executive officers, directors, and other holders of at least five (5%) percent of the outstanding equity interests of the Corporation, on terms and conditions substantially similar to those which shall apply to the Holders; and (iii) that such Lock-up Agreement shall provide that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60underwriter(s) days releases from the effective date is too short, lock-up restrictions described in this sixty (60) day period may be extended by Section 2.10 any Holder prior to the Company at the direction expiration of the managing underwriter or underwriters by Lock-up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements Period with respect to the Company, any executive officer all or a percentage of the Company Common Stock held by such Holder, that all other Holders subject to the lock-up shall be released from such lock-up restrictions to the same extent and on the same terms and conditions. Notwithstanding anything to the contrary in this Section 2.10, none of the provisions or restrictions set forth in Section 2.10 shall in any way limit any Initial Member or any such Affiliate thereof from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other person who has been granted registration rights by similar activities conducted in the Company; andordinary course of its business.

Holdback Agreement. (a) If (i) during the Effectiveness Period, In consideration for the Company shall file agreeing to its obligations under this Agreement, each Holder agrees that in connection with any offering of the Company’s securities in which such Holder participates (and only to such extent), upon the request of the underwriter(s) managing any Underwritten Offering of the Company’s securities, such Holder participating in such offering will enter into a Registration Statement customary “lock-up” agreement not to effect (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(asuch registration) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership 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 without the prior written consent of such underwriters during the Holdback Period, with customary carve-outs. The underwriters in connection with any such Underwritten Offering are intended third-party beneficiaries of this paragraph of Section 10(b) and shall have the right and power to enforce the provisions hereof as though they were a party thereto. If any registration pursuant to Section 3 of this Agreement shall be in connection with any Underwritten Offering, the Company and the managing underwriter will (x) not effect any public sale or underwritersdistribution of any Equity Securities (or securities convertible into or exchangeable or exercisable for Equity Securities) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes, (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the ten Holdback Period and (10y) days prior cause its directors and officers to enter into a customary “lock-up” agreement not to effect any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; providedpurchase of, or otherwise dispose of, or enter into any swap or other arrangement that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction transfers to another Person any of the managing underwriter or underwriters by up to an aggregate economic consequences of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoingownership of, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the CompanyRegistrable Securities, any executive officer other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of such other person who underwriters during the Holdback Period, with customary carve-outs; provided no such director or officer shall be required to be subject to a lock-up agreement in connection with an Underwritten Offering that is a Block Sale in which such director or officer does not participate (a “Skipped Block Sale”), if during the preceding six (6) month period, such director or officer has previously been granted registration rights subject to a lock-up agreement in connection with a Skipped Block Sale. The underwriters in connection with any such Underwritten Offering are intended third-party beneficiaries of this paragraph of Section 10(b) and shall have the right and power to enforce the provisions hereof as though they were a party thereto. Notwithstanding anything to the contrary set forth in this Section 10(b), in connection with an Underwritten Offering that is a Block Sale, such Holdback Period shall not exceed thirty (30) days (unless a longer period is requested by the Company; andmanaging underwriter(s) and agreed to by the Holder).

Holdback Agreement. In connection with any Underwritten Shelf Takedown or other registered underwritten offering of equity securities by the Company (aa “Company Underwritten Offering”) commencing after the date of execution of the Restructuring Agreement (other than any registration on Form X-0, X-0 or any successor forms thereto), each Holder agrees, with respect to the Registrable Securities owned by such Holder, to be bound by any and all restrictions on the sale, disposition, distribution, hedging or other transfer of any interest in Registrable Securities (except with respect to such Registrable Securities as are proposed to be offered pursuant to the Underwritten Shelf Takedown or other registered underwritten offering), or any securities convertible into or exchangeable or exercisable for such securities, as are imposed on the Company, without prior written consent from the managing underwriter of such Company Underwritten Offering, for the period commencing on and ending 90 days following the date of pricing of such Company Underwritten Offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”). If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect that the Company’s underwriters in any relevant Company Underwritten Offering shall be third party beneficiaries of this Section 2.3. The provisions of this Section 2.3 will no longer apply to a Holder once such Holder ceases to hold at least 1% of the Registrable Securities acquired as a result of the transactions contemplated in the Restructuring Agreement (adjusted appropriately for stock splits, stock dividends, combinations, recapitalizations, consolidations, mergers, reclassifications and the like with respect to the Registrable Securities). Notwithstanding anything to the contrary set forth in this Section 2.3, (i) during the Effectiveness Periodeach Holder may sell or transfer any Registrable Securities to any Affiliate of such Holder, the Company so long as such Affiliate agrees to be and remains bound hereby, (ii) each Holder may enter into a bona fide pledge of any Registrable Securities (and any foreclosure on any such pledge shall file a Registration Statement also be permitted), and (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a iii) any hedging transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering index or basket of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, where the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer equity securities of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, constitute a de minimis amount shall not be prohibited pursuant to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; and2.3.

Holdback Agreement. (a) If (i) during In consideration for the Effectiveness PeriodCompany agreeing to its obligations under this Agreement, the Holder agrees that in connection with any underwritten offering of the Company’s securities it will (and agrees to use reasonable best efforts to cause each member of the Holder Affiliated Group to), upon the request of the underwriter(s) managing any such offering, and/or upon the request of the Company shall file enter into a Registration Statement customary “lock-up” agreement not to effect (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(asuch registration) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, including any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership 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 without the prior written consent of such underwriters or the Company during the applicable Holdback Period, with customary carve-outs. Each member of the Holder Affiliated Group shall be required to enter into an agreement with the Company acknowledging its obligations under this Section 9(b) in order to be allowed to participate in any underwritten offering pursuant to Section 2 or 3 hereof. In connection with any registration pursuant to Section 3 of this Agreement, the Company shall (x) not effect any public sale or distribution of any Equity Securities (or securities convertible into or exchangeable or exercisable for Equity Securities) (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms promulgated for similar purposes, or (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the applicable Holdback Period and (y) use reasonable best efforts to cause its directors and executive officers to enter into a customary “lock-up” agreement not to effect any public sale or distribution of Equity Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Equity Securities or any securities convertible into or exchangeable or exercisable for any Equity Securities without the prior written consent of such underwriters during the applicable Holdback Period, with customary carve-outs. Should the managing underwriter or underwritersof any Company underwritten offering, during including a registration pursuant to Section 3, request a longer holdback period, both Holder and the ten (10) days prior Company agree to the effective date of negotiate in good faith with such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwritersto extend their holdback obligations under this section, in its or their and Xxxxxx agrees to use reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction best efforts to cause each member of the managing underwriter or underwriters by up Holder Affiliated Group to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements comply with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andagreed upon extension.

Holdback Agreement. Each Holder agrees that in the event (a) If the Company proposes to offer for sale to the public any of its equity securities, (ib) such Holder is requested by an Underwriter engaged by the Company in connection with a firmly committed underwritten Public Offering to sign an agreement restricting the sale or other transfer of any Registrable Securities and (c) the following Persons (the “Restricted Sellers”) are restricted in the same manner and for the same duration: (i)(A) all of the Company’s Affiliates and executive officers and all of the members of the Board of Directors and (B) all of the securities that could be requested to be included in any registration pursuant to the Pegasus Registration Rights Agreement and the Tri-Party Registration Rights Agreement and (ii) if such Persons are selling stockholders in such offering, (A) all of the securities that could be requested to be included in any registration pursuant to Home Depot Registration Rights Agreement and the Medley Registration Rights Agreement and any successors, assigns and transferees thereof, then such Holder will promptly sign such agreement and will not transfer, whether in privately negotiated transactions or to the public in open market transactions or otherwise, any Registrable Securities or any other securities of the Company held by him, her or it during such period as is determined by the Effectiveness Underwriter(s), not to exceed, (x) in the case of the Company’s initial Qualified Public Offering, the seven (7) day period prior to and 180 days following the closing of the Company’s initial Qualified Public Offering and (y) in the case of any other underwritten Public Offering, the seven (7) day period prior to and 90 days following the closing of such Public Offering (each such period, the “Lock-Up Period”). Any such lock-up agreement shall be in writing and in form and substance reasonably satisfactory to such Underwriter and pursuant to customary and prevailing terms and conditions. Notwithstanding whether the Holder has signed such an agreement, the Company shall file a Registration Statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) may impose stop-transfer instructions with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer any other securities of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, subject to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without foregoing restrictions until the prior written consent end of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offeringLock-Up Period. Notwithstanding the foregoing, if any obligations Restricted Seller is or becomes subject to a shorter Lock-Up Period under any lock-up agreement (including but not limited to as a result of any discretionary waiver or termination of the Shareholder and each Investor under this Section 4 shall terminate in the event that restrictions of any or all of such agreements by the Company or any underwriter terminatesthe Underwriters) or otherwise subsequently becomes subject to terms different from those set forth in such lock-up agreement, releases or waivesthen, in whole or in partif applicable, the holdback agreements with respect Lock-Up Period shall be such shorter period and each Holder shall have to right, but not the Companyobligation, any executive officer of the Company or any to accept such other person who has been granted registration rights by the Company; anddiffering terms and such Holder’s lock-up agreement shall be so amended.

Holdback Agreement. (a) If (i) during the Effectiveness PeriodBy electing to include Registrable Shares in a Company registration statement pursuant to Section 2.2, the Company Holder shall file a Registration Statement (other than in connection with the registration be deemed to have agreed not to effect any sale or distribution of securities issuable pursuant to an employee stock option, stock purchase of the Company of the same or similar plan class or pursuant to a merger, exchange offer or a transaction classes of the type specified securities included in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares registration statement or any securities convertible into, into or exchangeable or exercisable for, for such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that including a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, pursuant to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwritersRule 144, during the ten such periods as reasonably requested (10but in no event for a period longer than 90 days following (i) days prior to the effective date of such Registration Statement and until Company registration statement or (ii) the earliest of (A) sixty (60) days from the effective date of such Registration Statementthe applicable Prospectus; provided, that if provided each of the managing underwriter or underwriters, in its or their reasonable judgment, advises executive officers and directors of the Company that a period hold shares of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company are subject to the same restriction for the entire time period required of the Holders hereunder) by the representatives of the underwriters, if an underwritten offering by the Company (a “Company Underwritten Offering”). The provisions of this Section 2.3 will no longer apply to a Holder once such Holder ceases to hold at least 5% of the Registrable Securities acquired as a result of the transactions contemplated in the Purchase Agreement. Notwithstanding anything to the contrary set forth in this Section 2.3, (i) each Holder may sell or transfer any Registrable Securities to any Affiliate of such Holder, so long as such Affiliate agrees to be and remains bound by this Section 2.3, (ii) Vitruvian may transfer any Registrable Securities to any of its members, so long as such member agrees to be and remains bound by the this Section 2.3, (iii) each Holder may enter into a bona fide pledge of any Registrable Securities (and any foreclosure on any such other person who has been granted registration rights pledge shall also be permitted), and (iv) any hedging transaction with respect to an index or basket of securities where the equity securities of the Company constitute a de minimis amount shall not be prohibited pursuant to this Section 2.3. Notwithstanding anything to the contrary contained herein, any hedging transaction by a Holder in existence as of the Company; andEffective Date with the equity securities of the Company shall be exempt from this Section 2.3.

Holdback Agreement. (a) If (i) during the Effectiveness Period, In consideration for the Company shall file a Registration Statement agreeing to its obligations under this Agreement, each Holder agrees in connection with any underwritten offering of the Company’s securities with respect to which the Company has complied with its obligations under Article 1 or 2 hereof, as applicable (whether or not such Holder is participating in such offering) upon the request of the underwriters managing any such underwritten offering, not to effect (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(asuch offering) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, grant any option for the purchase of, or otherwise dispose 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, in each case without the prior written consent of such underwriters and subject to customary exceptions, during the Company and Holdback Period; provided that nothing herein will prevent (i) any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, (ii) any pledge of Registrable Securities by a Holder or (iii) any foreclosure or transfer in lieu of a foreclosure thereunder, in each case that is otherwise in compliance with applicable securities laws. Notwithstanding the foregoing, any discretionary waiver or termination of this holdback provision by such underwriters with respect to any of the Holders shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. If any registration pursuant to Article 2 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than (i) a registration statement on Form S-4, Form S-8 or any successor forms thereto, (ii) a registration statement filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan or (iii) sales pursuant to an at-the-market or similar open market sales program whereby the Company sells securities into an existing trading market from time to time at other than a fixed price) for its own account, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andHoldback Period.

Holdback Agreement. (a) If In the case of an underwritten offering of securities by the Company with respect to which the Company has complied with its obligations hereunder, each Holder agrees, if and to the extent (i) requested by the managing underwriter of such underwritten offering and (ii) all of the Company’s named executive officers and directors execute agreements identical to those referred to in this Section 2.6, that it shall not during the Effectiveness Periodperiod beginning on, and ending ninety (90) days (subject to one extension of no more than 17 days if required by the Company shall file a Registration Statement (other than underwriters in connection with the registration of securities issuable pursuant to an employee stock optionFINRA Rule 2711(f)(2) or any similar or successor provision) (or such shorter period as may be permitted by such managing underwriter) after, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of the registration statement filed in connection with such Registration Statement (the “Holdback Period”), except for Registrable Securities included in such registration or as otherwise agreed between such Holder and until such managing underwriter, (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held immediately prior to the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction effectiveness of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days Registration Statement for such offering, or (Bii) the abandonment of such offering. Notwithstanding the foregoing, enter into any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event swap or other arrangement that the Company or any underwriter terminates, releases or waivestransfers to another, in whole or in part, any of the holdback agreements with respect economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; provided, however, that such restrictions shall not apply to any such sales, purchases, grants, transfers, dispositions, or arrangements to settle or otherwise close any hedging instruments that were outstanding prior to the Company, any executive officer beginning of the Company Holdback Period unless the Holder of such Registrable Securities had proposed to sell Registrable Securities in the offering and provided, further, that such restrictions shall not apply to any transfers of direct or indirect economic or ownership interests in such Holder. No Holder subject to this Section 2.6 or any of the Company’s executive officers and directors that execute agreements identical to those referred to in this Section 2.6 shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to or contemplated by this Section 2.6 unless all Holders are also released from their obligations under Section 2.6. In the event of any such other person who has been granted registration rights release the Company shall notify the Holders of any such release within three (3) business days after such release. If requested by the Company; andmanaging underwriter, each Holder shall enter into a lock-up agreement with the applicable underwriters that is consistent with the agreement in this Section 2.6.

Holdback Agreement. (a) If (ix) during the Effectiveness Period, the Company shall file a Registration Statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities ActExempted Registration) with respect to an underwritten public offering of Company Shares Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (iiy) with reasonable prior notice, the managing underwriter or underwriters advises advise the Company in writing (in which case the Company shall notify the Shareholder and the InvestorsStockholders with a copy of such underwriter’s notice) that a public sale or distribution of Registrable Securities Shares would materially adversely impact affect such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Companyoffering, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwritersthen, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the unless such managing underwriter or underwritersunderwriters otherwise agree, no Stockholder shall, directly or indirectly, sell, offer, contract or grant any option to sell (including, without limitation, in connection with any short sale), pledge, transfer (other than to Affiliates), establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of any Registrable Shares held by it (except as part of such underwritten public offering) during the ten (10) period beginning 7 days prior to the effective date of such Registration Statement and continuing until the earliest earlier of (A) sixty the abandonment of such offering and (60B) 90 days from (or such shorter period of time as is sufficient and appropriate in the opinion of the managing underwriter or underwriters in order to complete the sale and distribution of securities included in such registration) after the effective date of such Registration StatementStatement (each such period, a “Hold Back Period”); provided, that if no Stockholder shall be subject to the managing underwriter or underwriters, restrictions contained in its or their reasonable judgment, advises this Section 2.3(a) unless each officer and director of the Company regardless of the number of shares of Common Stock then owned by such officer or director and each beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of at least 5% of the issued and outstanding shares of Common Stock also agree to be bound by such restrictions; and provided further, that a period the provision of sixty (60this Section 2.3(a) days from shall not be applicable to any Stockholder that beneficially owns less than 3% of the effective date is too short, this sixty (60) day period may be extended by outstanding Common Stock of the Company at the direction (assuming conversion of all convertible securities of the managing underwriter or underwriters Company beneficially owned by up to such Stockholder) if such Stockholder is not at such time an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer Affiliate of the Company or any of its directors and does not at such other person who has been granted registration rights time have the power (through operation of special voting rights, ownership of a class of securities or by agreement) to designate or select one or more members of the Board of Directors of the Company; and.

Holdback Agreement. (a) If Other than as otherwise provided herein, in consideration for the Company agreeing to its obligations under this Agreement, each Holder that (i) during beneficially owns five percent (5%) or more of the Effectiveness PeriodClass A Common Stock [and Class C Common Stock, the Company shall file a Registration Statement taken together,] then outstanding or (other than ii) is an officer or director of PubCo agrees, in connection with any registration (whether or not such Holder is participating in such registration), upon the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer request of the Company and each other person who has been granted registration rights by the underwriter(s) managing any underwritten offering of the Company’s securities pursuant to such registration, then under the Shareholder and each Investor shallterms of a customary holdback or lock-up agreement, if requested by the Company and the managing underwriter or underwriters, not to the extent not inconsistent with applicable law, refrain from effecting effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or otherwise dispose of, any Registrable Securities or any other securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, the Company will not effect any sale or distribution of any shares of Class A Common Stock (or securities convertible into or exchangeable or exercisable for shares of Class A Common Stock) (other than a Registration Statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes, (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan or (iii) filed by the Company requesting the resale of Class A Common Stock by the PIPE Investors pursuant to and in accordance with the terms and conditions set forth in the applicable Subscription Agreement) for its own account, during the Holdback Period. Notwithstanding anything to the contrary set forth in this Section 10(b), in connection with an underwritten offering that is a Block Sale, (i) no Holder shall be subject to a lock-up agreement other than, if requested by the managing underwriter for such offering, a Holder that is (x) participating in such Block Sale or underwriters(y) a Holder that beneficially owns five percent (5%) or more of the Class A Common Stock [and Class C Common Stock, during the ten taken together,] then outstanding and (10ii) days prior to the effective date of such Registration Statement and until the earliest of (A) Holdback Period shall not exceed sixty (60) days from in connection with any Block Sale. Notwithstanding anything to the effective date of contrary set forth in this Section 10(b), no Holder shall be required to be subject to a lock-up agreement in connection with an underwritten offering that is a Block Sale in which such Registration Statement; providedHolder does not participate (a “Skipped Block Sale”), that if during the managing underwriter or underwriterspreceding twelve (12)-month period, such Holder has been subject to a lock-up agreement in its or their reasonable judgment, advises the Company that a period of sixty connection with Skipped Block Sales either (60A) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days twice or (B) the abandonment for an aggregate of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andat least ninety (90) days.

Holdback Agreement. (a) If (i) during the Effectiveness Period, the Company shall file a Registration Statement (other than in connection with the registration Registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares the Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior notice, the Company (in the case of a non-underwritten public offering by the Company pursuant to such Registration Statement) advises the Investor in writing that a public sale or distribution of such Registrable Shares would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such Registration Statement) advises the Company in writing (in which case the Company shall notify the Shareholder and the InvestorsInvestor) that a public sale or distribution of Registrable Securities Shares would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from from, and agree in a writing to the Company and the underwriter or underwriters to refrain from, effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, Shares during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of of: (A) sixty the abandonment of such offering, (60B) ninety (90) days from the effective date of such Registration Statement; providedStatement and (C) if such offering is an underwritten offering, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, termination in whole or in part, part of any “hold back” period obtained by the holdback agreements with respect to the Company, any executive officer of underwriter or underwriters in such offering from the Company or any in connection therewith (each such other person who has been granted registration rights by the Company; andperiod, a “Holdback Period”).

Holdback Agreement. No Stockholder shall (aA) If offer, sell, contract to sell, pledge or otherwise dispose of (i) during the Effectiveness Periodincluding sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company shall file a Registration Statement (other than in connection with the registration or any of securities issuable pursuant to an employee stock optionits Subsidiaries, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or any securities convertible into, into or exchangeable or exercisable for, for such securities, securities (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution including equity securities of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminatesof its Subsidiaries that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission), releases (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or waivesother arrangement that transfers, in whole or in part, any of the holdback economic consequences or ownership of any securities referred to in clause (A) above, whether such transaction is to be settled by delivery of such securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”), or (D) publicly disclose the intention to enter into any Sale Transaction, in any such case during the seven days prior to and the 90-day period beginning on the effective date of any underwritten registration (the “Holdback Period”), except as part of any such underwritten registration, unless the underwriters managing the registered public offering otherwise agree in writing. If requested by the managing underwriters, each Stockholder agrees to execute customary lock-up agreements consistent with the foregoing obligations with the managing underwriter(s) of an underwritten offering with a duration not to exceed the Holdback Period, as applicable. If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the Holdback Period (as applicable) or (ii) prior to the expiration of the Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). The Company may impose stop-transfer instructions with respect to the Company, shares of its Common Stock (or other securities) subject to the foregoing restriction during any executive officer of the Company Holdback Period or any such other person who has been granted registration rights by the Company; andperiod of Holdback Extension.

Holdback Agreement. (a) If (i) during the Effectiveness Period, Each of the Company shall file and each Holder, (other than a Registration Statement Holder that beneficially owns less than 10% of the Common Stock that is outstanding, on an as converted basis, immediately prior to the offering) of Registrable Securities (whether or not such Registrable Securities are covered by a registration statement filed pursuant to Section 2.01(f) or Section 2.02) agrees, severally and not jointly, upon notice from the managing Underwriter or Underwriters in connection with any registration statement for an underwritten offering of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible ), that it will enter into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises and the Company in writing will use its reasonable best efforts to cause its directors and executive officers to enter into, a customary “lock-up” agreement with such managing Underwriter(s), pursuant to which such parties will agree not to offer, sell, contract to sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of, or otherwise transfer or dispose of (in which case the Company shall notify the Shareholder and the Investorsother than to donees who agree to be similarly bound) that a public sale or distribution of any Registrable Securities would materially adversely impact held by it at any time during such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Companyperiod, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of except Registrable SecuritiesSecurities included in such registration, without the prior written consent of the Company managing Underwriter(s) during such period as reasonably requested by the managing Underwriter(s) (but in no event longer than the five trading days before and the managing underwriter or underwriters, during 90 days after the ten (10) days prior to the effective date pricing of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statementunderwritten offering); provided, however, that the obligations of each Holder under this Section 2.08 shall apply only: (i) if such Holder shall be afforded the right (whether or not exercised by such Holder) to include Registrable Securities in such underwritten offering in accordance with and subject to the provisions of Article II hereof; (ii) to the extent that each of the Company’s executive officers, directors and holders of 10% or more of the then outstanding Common Stock enter into lock-up agreements with such managing Underwriter(s), which agreements shall not contain terms more favorable than those contained in the lock-up agreement entered into by such Holder; and (iii) if the managing underwriter or underwriters, aggregate restriction periods in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, such Holder’s lock-up agreements entered into pursuant to this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to Section 2.08 shall not exceed an aggregate of thirty (30) additional 90 days or (B) the abandonment of such offering. Notwithstanding the foregoing, during any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; and365-day period

Holdback Agreement. (a) If (i) during the Effectiveness Period, the Company shall file a Registration Statement registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares the Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior notice, the Company (in the case of a nonunderwritten public offering by the Company pursuant to such registration statement) advises Rosenthal in writing that a public sale or distribution of Regisxxxxxx Xhares would materially adversely affect such offering, or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall notify the Shareholder and the InvestorsRosenthal with a copy of such underwriter's notice) that a public sale or distribution sxxx xx xxstribution of Registrable Securities Shares would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder and each Investor Rosenthal shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain xxxxxxn from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, Shares during the ten (10) days prior to the effective date of such Registration Statement registration statement and until the earliest of (A) sixty the abandonment of such offering, (60B) 180 days from after the effective date of such Registration Statementregistration statement (in the case of an underwritten offering) and (C) if such offering is an underwritten offering, the termination in whole or in part of any "hold back" period obtained by the underwriter or underwriters in such offering from the Company in connection therewith (each such period, a "Hold Back Period"); provided, that if Rosenthal shall be under no such obligation unless each other benxxxxxxx owner (as defined in Rule 13d-3 under the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period Exchange Act) of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction least 5% of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder Company's Common Stock and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any director and executive officer of the Company or also agrees to refrain from effecting any such other person who has been granted registration rights by the Company; andpublic sale or distribution.

Holdback Agreement. (a) If Each Holder agrees (whether or not such Holder can participate in any such offering), (i) during to the Effectiveness Periodextent requested by a managing underwriter of any Underwritten Offering effected by any Holder, the Company shall file to enter into a Registration Statement customary lockup agreement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to customary exceptions for a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Actsponsor-backed company) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing for a period not to exceed ninety (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (6090) days from the effective pricing date of such Registration Statement; provided, that if offering or such shorter period as the managing underwriter or underwritersshall agree to, in its or their reasonable judgment, advises and (ii) to the extent requested by a managing underwriter of any Underwritten Offering effected by the Company that for its own account (including any offering in which one or more Holders is selling Registrable Securities pursuant to the exercise of piggyback rights under Section 1.8), to enter into a customary lockup agreement (with customary exceptions for a sponsor-backed company) with the managing underwriter for a period of sixty not to exceed ninety (6090) days from the effective pricing date is too short, this sixty (60) day of such offering or such shorter period may be extended by the Company at the direction of as the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offeringshall agree to. Notwithstanding the foregoing, any obligations a Holder shall not be required to enter into a lockup agreement described in the foregoing sentence if such Holder is not participating in such offering and it holds less than 5% of the Shareholder Company’s then-outstanding shares of Class A Common Stock. The Company agrees to use its reasonable best efforts to cause each holder of Class A Common Stock, purchased or otherwise acquired from the Company (other than in a public offering) at any time to agree, and shall use its reasonable best efforts to cause each Investor under this Section 4 shall terminate of its officers, directors and beneficial holders of 5% or more of the Company’s outstanding Class A Common Stock to agree, to enter into a substantially similar lockup agreement with the managing underwriter as described in the event first sentence of this clause (a) on each occasion that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect Holder is required to do so pursuant to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andfirst sentence in this clause (a).

Holdback Agreement. (a) If (i) during the Effectiveness Period, the Company at any time shall file a Registration Statement register Ordinary Shares under the Securities Act (including any registration pursuant to Section 2, Section 3 or Section 4 hereof) for sale to the public pursuant to an underwritten offering, if reasonably requested by the underwriters of such offering to enter into holdback agreements, pursuant to such agreements the Investors shall not sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose publicly of, any Registrable Shares (other than those Ordinary Shares included in connection with the such registration of securities issuable pursuant to an employee stock optionSection 2, stock purchase Section 3 or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(aSection 4 hereof) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and lead managing underwriter, for a period designated by the lead managing underwriter or underwritersin writing to the Investors, during the ten (10) which period shall begin not more than 10 days prior to the effectiveness of the registration statement pursuant to which such public offering shall be made and shall not last more than 90 days after the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offeringregistration statement. Notwithstanding the foregoing, any The obligations of the Shareholder and each Investor under this Section 4 5 shall terminate be conditioned upon the following: (a) the holdback agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in the event that an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (b) all founders, directors or officers of the Company or any underwriter terminatessubsidiary thereof, releases and holders of one percent or waivesmore of any class of securities of the Company are bound by substantially identical restrictions, and that neither the Company nor the underwriters will release any such founders, directors or officers or holders of one percent or more of any class of securities from the lock-up without first releasing the Investors; (c) the holdback agreement provides that if any securities of the Company are to be excluded or released in whole or in partpart from such restrictions, the holdback agreements underwriters shall so notify each Investor and each Investor shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of the Company’s securities, including any executive founder or any director or officer of the Company or any subsidiary, or holder of one percent or more of any class of securities of the Company subject to such other person who has been granted registration rights restrictions; (d) the holdback agreement by its terms permits transfers of Registrable Securities by any Investor to any affiliate of such Investor during the restricted period, provided that such affiliate executes a holdback agreement substantively identical to that executed by the Companytransferring Investor; andand (e) without prejudicing any right that an Investor may have under the Shareholders’ Agreement, the Company shall permit and use its best effort to cause the underwriter to permit, to the extent permitted by applicable law and regulation, the holders of Series A Preferred Shares, Series B Preferred Shares and/or Series C Preferred Shares to sell their Shares in an amount representing up to 20% of the Shares or other securities to be sold in such public offering.

Holdback Agreement. (a) If (i) during the Effectiveness Period, In consideration for the Company shall file a Registration Statement agreeing to its obligations under this Agreement, each Holder agrees in connection with any underwritten offering of the Company’s securities with respect to which the Company has complied with its obligations under Section 2 or Section 3 hereof, as applicable, and in which offering such Holder has an opportunity to participate subject to the priority set forth in Section 2(b), Section 3(b) or Section 3(f)(ii) as applicable (whether or not such Holder is participating in such offering), upon the request of the underwriters managing any such underwritten offering, not to effect (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(asuch offering) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, grant any option for the purchase of, or otherwise dispose 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, in each case without the prior written consent of such underwriters and subject to customary exceptions (including for Charitable Gifting Events), during the Company and Holdback Period; provided that nothing herein will prevent (i) any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, (ii) any pledge of Registrable Securities by a Holder in connection with a Permitted Loan (as defined in the Investment Agreement) or (iii) any foreclosure in connection with a Permitted Loan (as defined in the Investment Agreement) or transfer in lieu of a foreclosure thereunder, in each case that is otherwise in compliance with applicable securities laws. Notwithstanding the foregoing, any discretionary waiver or termination of this holdback provision by such underwriters with respect to any of the Holders shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andHoldback Period.

Holdback Agreement. (a) If (i) during the Effectiveness PeriodBy electing to include Registrable Shares in a Company registration statement pursuant to Section 2.2, the Company Holder shall file a Registration Statement (other than in connection with the registration be deemed to have agreed not to effect any sale or distribution of securities issuable pursuant to an employee stock option, stock purchase of the Company of the same or similar plan class or pursuant to a merger, exchange offer or a transaction classes of the type specified securities included in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares registration statement or any securities convertible into, into or exchangeable or exercisable for, for such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that including a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, pursuant to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwritersRule 144, during the ten such periods as reasonably requested (10but in no event for a period longer than 45 days following (i) days prior to the effective date of such Registration Statement and until Company registration statement or (ii) the earliest of (A) sixty (60) days from the effective date of such Registration Statementthe applicable Prospectus; provided, that if provided each of the managing underwriter or underwriters, in its or their reasonable judgment, advises executive officers and directors of the Company that a period hold shares of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company are subject to the same restriction for the entire time period required of the Holders hereunder) by the representatives of the underwriters, if an underwritten offering by the Company (a “Company Underwritten Offering”); provided further, for the avoidance of doubt, that such restrictions shall only apply if the Holders are able to sell Registrable Securities in such a Company Underwritten Offering. The provisions of this Section 2.3 will no longer apply to a Holder once such Holder ceases to hold at least 1% of the Registrable Securities acquired as a result of the transactions contemplated in the Purchase Agreement. The provisions of this Section 2.3 shall not apply to (i) any transfer of Registrable Securities by a Holder to (a) any stockholder, member, managing member, general or limited partner of any Holder, or (b) any investment fund managed by any of such persons or (c) any other Affiliate of any Holder, or to any other Affiliate of a Holder, so long as such such transfer is not for value and any such other person who has been granted registration rights agrees to and remains to be bound hereby, (ii) the entry by any Holder of a bona fide pledge of any Registrable Securities (and any foreclosure on any such pledge) and (iii) any hedging transaction with respect to an index or basket of securities where the Company; andequity securities of the Company constitute a de minimis amount.

Holdback Agreement. (a) If (i) during the Effectiveness Period, the Company shall file a Registration Statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer Each of the Company and each Holder (other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent than a Holder that (1) is not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer employee of the Company or any of its Subsidiaries and (2) beneficially owns less than 10% of the Common Stock that is outstanding immediately prior to the offering (calculated on a fully-diluted and fully-Exchanged basis) of Registrable Securities (whether or not such Registrable Securities are covered by a registration statement filed pursuant to Section 2.1, Section 2.2 or Section 2.3)) agrees that during (i) with respect to underwritten offerings (other person who has been granted than Non-Marketed Underwritten Shelf Take-Downs) only, such period (which period shall in no event exceed 90 days) following the effective date of a registration rights statement of the Company filed under the Securities Act (or, if later in the case of a Marketed Underwritten Shelf Take-Down, the date the underwriting agreement for such Marketed Underwritten Shelf Take-Down is entered into) as may be requested by the underwriter or underwriters of such underwritten offering, and (ii) with respect to Non-Marketed Underwritten Shelf Take-Downs for which an affirmative Non-Marketed Underwritten Shelf Take-Down Piggyback Election is made only, such period (which period shall in no event exceed 45 days) following the date the underwriting agreement for such Non-Marketed Underwritten Shelf Take-Down is entered into as may be requested by the underwriter or underwriters of such underwritten offering, each of the Company, such Holder and its Affiliates shall not, to the extent requested by the Company and/or any underwriter, offer, sell, contract to sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of, or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities held by it at any time during such period (which prohibition precludes such Holder and its Affiliates from engaging in any hedging transaction with respect to Registrable Securities), except Registrable Securities included in such registration; andprovided, that with respect to restrictions imposed pursuant to clause (ii) above, in no event shall any Holder be subject to such restrictions for more than 90 days during any 12-month period. Each Holder agrees that it shall deliver to the underwriter or underwriters of any offering to which clause (i) or (ii) is applicable a customary agreement reflecting its agreement set forth in this Section 2.12. For the avoidance of doubt, no restrictions under this Section 2.12 shall apply with respect to Non-Marketed Underwritten Shelf Take-Downs for which no Non-Marketed Underwritten Shelf Take-Down Piggyback Election is made. For the avoidance of doubt, for the purposes of this Section 2.12, a Management Vehicle shall be deemed to be an employee of the Company.

Holdback Agreement. (a) If (i) during the any Effectiveness Period, Period the Company shall file propose to offer and sell securities pursuant to a Registration Statement registration statement filed under the Securities Act (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a other transaction of the type specified in pursuant to Rule 145(a) 145 under the Securities Act) with respect to an and (ii) the Company (in the case of a non-underwritten public offering of by the Company Shares pursuant to such registration statement) advises the Holders in writing that a public sale or securities convertible into, distribution would materially adversely affect such offering or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall promptly notify the Shareholder and the InvestorsHolders) that a public sale or distribution of Registrable Securities Shares by or on behalf of the Holders would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder and each Investor Holder shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, Shares (other than any such shares proposed to be sold pursuant to such registration statement) during the ten (10) days prior to the effective date of such Registration Statement registration statement and until the earliest of (A) sixty the abandonment of such offering; (60B) 120 days from the effective date of such Registration Statementregistration statement; providedand (C) if such offering is an underwritten offering, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, termination in whole or in part, part of any "hold back" period obtained by the holdback agreements with respect to the Company, any executive officer of underwriter or underwriters in such offering from the Company in connection therewith (each such period, a "Hold Back Period"); provided that notwithstanding the foregoing there shall be no Hold Back Period during the seven calendar days following the effectiveness of any registration statement filed pursuant to a Demand Registration if during such seven-day period a Holder is contractually obligated to effect a public sale or any such other person who has been granted registration rights by the Company; anddistribution of Registrable Shares.

Holdback Agreement. The Eligible Holders shall not offer for sale (aincluding by short sale), grant any option for the purchase of, or otherwise transfer (whether by actual disposition or effective economic disposition due to cash settlement, derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Company Securities or otherwise), any Company Securities (or interests therein) If (i) during the Effectiveness Period, in the Company shall file a Registration Statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company for a period designated by the Company in writing to the Eligible Holders, which shall begin (i) in the case of a Takedown Demand, the earlier of the date of the underwriting agreement and the managing underwriter commencement of marketing efforts or underwriters(ii) for any other offering, during the ten seven (107) days prior to before the effective date of such Registration Statement the registration statement, and until the earliest of shall not last longer than ninety (A) sixty (6090) days from the following such effective date of such Registration Statement; provideddate, that if the managing underwriter or underwriterssubject, in its or their each case, to reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended extension as determined by the Company at to the direction extent necessary to avoid a blackout of research reports under applicable regulations of the managing Financial Industry Regulatory Authority (“FINRA”) (each such period, a “Holdback Period”); provided that no Holdback Period shall apply to any Major Shareholder who does not participate as a selling securityholder in such registered offering (disregarding the effect of any underwriter or underwriters by up to cutbacks imposed on such Major Shareholder in an aggregate of thirty (30) additional days or (B) the abandonment of such offeringUnderwritten Offering). Notwithstanding the foregoing, any obligations the Company may effect a public sale or distribution of securities of the Shareholder type described above and each Investor under this Section 4 shall terminate in during the event that periods described above if such sale or distribution is made pursuant to a registration on Form F-4 or Form S-8 or as part of any registration of securities for offering and sale to employees, directors or consultants of the Company and its Subsidiaries pursuant to any employee share plan or other employee benefit plan arrangement. If requested by the managing underwriter of any underwriter terminates, releases or waives, in whole or in partsuch offering and subject to the approval of the Company, the holdback agreements Company and the Eligible Holders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the Company Securities subject to the foregoing restriction until the end of the Holdback Period. Notwithstanding the foregoing, if the managing underwriters in connection with any such offering waive all or any portion of the Holdback Period with respect to any Eligible Holders, the Company, or the Requesting Equity Holders, as applicable, will use reasonable best efforts to cause such managing underwriters to apply the same waiver to all other Eligible Holders. The obligations of any executive officer person under this Section 3.3 are not in limitation of the Company holdback or transfer restrictions that may otherwise apply by virtue of any such other person who has been granted registration rights by the Company; andagreement or undertaking.

Holdback Agreement. (a) If (i) during In consideration for the Effectiveness PeriodCompany agreeing to its obligations under this Agreement, the Company shall file a Registration Statement (other than Investor and each Holder severally agree in connection with the any registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under Common Shares upon the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer request of the Company and each other person who has been granted registration rights by the underwriters managing any underwritten offering of the Company’s securities, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, not to the extent not inconsistent with applicable law, refrain from effecting effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities or any securities convertible into or exchangeable or exercisable for any Registrable Securities without the prior written consent of the Company and or such underwriters, as the case may be, during the Holdback Period; provided that nothing herein will prevent any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws. In addition, upon request by the managing underwriter(s), each Holder shall enter into customary holdback agreements on terms consistent with the terms herein. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) other than a registration statement (i) on Form S 4, Form S 8 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; providedHoldback Period. In addition, that if upon request by the managing underwriter or underwritersunderwriter(s), in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the enter into customary holdback agreements on terms consistent with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andterms herein.

Holdback Agreement. In connection with an underwritten primary or secondary offering to the public, each Holder agrees not to sell or otherwise transfer or dispose of any shares of Registrable Common Stock (aor other securities) If (i) during the Effectiveness Period, of the Company shall file a Registration Statement held by them (other than Registrable Common Stock included in connection such offering in accordance with the terms hereof) for a period equal to the lesser of one hundred eighty (180) days following the effective date of a registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction statement of the type specified in Rule 145(a) Company filed under the Securities Act) with respect to an underwritten public offering of Company Shares Act or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, shorter period as the managing underwriter or underwriters advises shall agree to, provided that all other stockholders who own more than five percent (5%) of the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer outstanding Common Stock of the Company and each other person who has been granted registration rights by all officers and directors of the Company, then the Shareholder and each Investor shall, if requested by Company enter into similar agreements. Such agreement shall be in writing in form satisfactory to the Company and the managing underwriter or underwriters, underwriter. The Company may impose stop-transfer instructions with respect to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution shares of Registrable Securities, without Common Stock (or other securities) subject to the prior written consent foregoing restriction until the end of the Company and the managing underwriter or underwriters, during the ten said period. The foregoing shall not apply to (10i) days prior transactions relating to shares of Common Stock acquired in open market transactions after the effective date of such Registration Statement and until the earliest underwritten primary or secondary offering to the public, (ii) the exercise of (A) sixty (60) days from the effective date any warrants or stock options to purchase shares of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises capital stock of the Company (provided that a period such limitation does not affect limitations on any actions specified in the first sentence of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements 5 with respect to the shares issuable upon such exercise), (iii) transfers to Affiliates of a Holder where the transferee agrees to be bound by the terms hereof, (iv) to any corporation controlled by a Holder or trust for the direct or indirect benefit of the undersigned or the immediate family of a Holder, provided that in the case of a transfer to any such trust that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value other than for the benefit of the undersigned's immediate family, (v) charitable dispositions of Securities, or (vi) as pledges of Registrable Common Stock in connection with the purchase of such Registrable Common Stock upon the exercise of employee stock options following termination of employment with the Company, any executive officer of provided that the Company lender or any lenders to whom such other person who has been granted registration rights Registrable Common Stock are pledged agree in writing to be bound by the Company; andterms of this restriction.

Holdback Agreement. (a) If (i) during so requested by the Effectiveness Period, the Company shall file a Registration Statement (other than Underwriters' Representative in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior noticeshares of Common Stock covered by a registration statement filed by the Company, the managing underwriter or underwriters advises Holders participating in such Underwritten Offering, and all other Holders who are Affiliates of Central at the Company in writing (in which case the Company time of such Underwritten Offering, shall notify the Shareholder and the Investors) that a public agree not to effect any sale or distribution of the Registrable Securities would materially adversely impact other than pursuant to such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the CompanyUnderwritten Offering, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, including a sale pursuant to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable SecuritiesRule 144, without the prior written consent of the Company and the managing underwriter or underwritersUnderwriters' Representative (which if given to any such Holder shall be deemed to be given to all such Holders), during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) 7-day period may be extended prior to, and during the 90-day period beginning on, the date such registration statement or amendment to such registration statement is declared effective under the Securities Act by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoingSEC or, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the CompanyInitial Underwriting, for a longer period of time if so requested by the Underwriters' Representative of the Initial Underwriting (any executive officer such period, a "Lockout Period"); provided that the Holders are timely notified of such effective date in writing by the Company or the Underwriters' Representative. The Holders shall not be subject to Lockout Periods for longer than 97 days (or such longer period of time, to the extent that the Underwriters' Representative of the Initial Underwriting requests a Lockout Period for the Company and the Holders of longer than 90 days after the Initial Underwriting) during any 12-month period and shall not be subject to Lockout Periods, when taken together with any Blackout Periods and Suspension Periods, during any consecutive 12 months after the Publication Date in excess of 180 days (or such other person who has been granted registration rights longer period of time, to the extent that the Underwriters' Representative of the Initial Underwriting requests a Lockout Period for the Company and the Holders of longer than 90 days after the Initial Underwriting). A Holder shall no longer be subject to such restrictions following such Holder's Termination Date. (b) If so requested by the Company; andUnderwriters' Representative in connection with an Underwritten Offering of any Registrable Securities, the Company shall agree not to effect any sale or distribution of shares of Common Stock without the prior written consent of the Underwriters' Representative (other than in connection with any acquisition or business combination transaction and other than in connection with stock options and employee benefit plans and compensation) during the 7-day period prior to, and during the 90-day period beginning on, the date the registration statement or amendment to a registration statement relating to such Underwritten Offering is declared effective under the Securities Act by the SEC or, with respect to the Initial Underwriting, for a longer period of time if so requested by the Underwriters' Representative of Initial Underwriting, and shall use its reasonable best efforts to obtain and enforce similar agreements from any other Persons if requested by the Underwriters' Representative. (c) Notwithstanding anything else in this Section 6 to the contrary, no Holder shall be precluded from distributing to its investors the Registrable Securities as set forth in Section 3(b)(ii). 7.

Holdback Agreement. (a) If (i) during the Effectiveness PeriodBy electing to include Registrable Shares in a Company registration statement pursuant to Section 2.2, the Company Holder shall file a Registration Statement (other than in connection with the registration be deemed to have agreed not to effect any sale or distribution of securities issuable pursuant to an employee stock option, stock purchase of the Company of the same or similar plan class or pursuant to a merger, exchange offer or a transaction classes of the type specified securities included in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares registration statement or any securities convertible into, into or exchangeable or exercisable for, for such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that including a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, pursuant to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwritersRule 144, during the ten such periods as reasonably requested (10but in no event for a period longer than 60 days following (i) days prior to the effective date of such Registration Statement and until Company registration statement or (ii) the earliest of (A) sixty (60) days from the effective date of such Registration Statementthe applicable Prospectus; provided, that if provided each of the managing underwriter or underwriters, in its or their reasonable judgment, advises executive officers and directors of the Company that a period hold shares of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company are subject to the same restriction for the entire time period required of the Holders hereunder) by the representatives of the underwriters, if an underwritten offering by the Company (a “Company Underwritten Offering”); provided further, for the avoidance of doubt, that such restrictions shall only apply if the Holders are able to sell Registrable Securities in such a Company Underwritten Offering. The provisions of this Section 2.3 will no longer apply to a Holder once such Holder ceases to hold at least 1% of the Registrable Securities acquired as a result of the transactions contemplated in the Purchase Agreement. The provisions of this Section 2.3 shall not apply to (i) any transfer of Registrable Securities by a Holder to (a) any stockholder, member, managing member, general or limited partner of any Holder, or (b) any investment fund managed by any of such persons or (c) any other Affiliate of any Holder, or to any other Affiliate of a Holder, so long as such transfer is not for value and any such other person who has been granted registration rights agrees to and remains to be bound hereby, (ii) the entry by any Holder of a bona fide pledge of any Registrable Securities (and any foreclosure on any such pledge) and (iii) any hedging transaction with respect to an index or basket of securities where the Company; andequity securities of the Company constitute a de minimis amount.

Holdback Agreement. (a) If (i) during In consideration for the Effectiveness PeriodCompany agreeing to its obligations under this Agreement, the Company shall file a Registration Statement (other than Investor and each Holder severally agree in connection with the any registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under Common Shares upon the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer request of the Company and each other person who has been granted registration rights by the underwriters managing any underwritten offering of the Company’s securities, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, not to the extent not inconsistent with applicable law, refrain from effecting effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities or any securities convertible into or exchangeable or exercisable for any Registrable Securities without the prior written consent of the Company and or such underwriters, as the case may be, during the Holdback Period; provided that nothing herein will prevent any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws. In addition, upon request by the managing underwriter(s), each Holder shall enter into customary holdback agreements on terms consistent with the terms herein. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) other than a registration statement (i) on Form S4, Form S8 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; providedHoldback Period. In addition, that if upon request by the managing underwriter or underwritersunderwriter(s), in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the enter into customary holdback agreements on terms consistent with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andterms herein.

Holdback Agreement. (a) If (i) during the Effectiveness Period, the Company shall file a Registration Statement (other than in In connection with the registration of securities issuable pursuant to an employee stock optionany underwritten offering, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter Electing Holders participating in such underwritten offering (i) agree not to directly or underwritersindirectly offer, sell, pledge, contract to the extent not inconsistent with applicable lawsell (including any short sale), refrain from effecting grant any public sale option to purchase or distribution otherwise dispose of Registrable Securities, without the prior written consent any equity securities or securities convertible into equity securities of the Company and the managing underwriter or underwriters, enter into any hedging transaction relating to any such securities (each a “Prohibited Sale”) during the ten (10) seven days prior to and during the effective 60-day period beginning on the closing date of such Registration Statement and until the earliest of underwritten offering (A) sixty (60) days from the effective date except as part of such Registration Statement; providedunderwritten offering or, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, pursuant to registrations on Form S-4 or S-8 or any executive officer successor form), unless the underwriters managing the underwritten offering otherwise agree (such period, the “Holdback Period”), and (ii) except as otherwise permitted by the Required Holders, the Company shall use commercially reasonable efforts to cause each of its directors and officers that is a holder of such equity securities or securities convertible into equity securities 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 Prohibited Sale (including sales pursuant to Rule 144) of any such securities during such Holdback Period except as part of such underwritten offering, if otherwise permitted, unless the underwriters managing the underwritten offering otherwise agree. If (x) the Company issues an earnings release or other material news or a material event relating to the Company and its subsidiaries occurs during the last 17 days of the Holdback Period or (y) prior to the expiration of the Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of an underwritten offering required hereunder to comply with FINRA Rule 2711(f)(4), the Holdback Period shall be extended until 18 days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Company may impose stop-transfer instructions with respect to its securities that are subject to the foregoing restriction until the end of such period, including any such other person who has been granted registration rights by the Company; andperiod of Holdback Extension.

Holdback Agreement. (a) If (i) during the Effectiveness Period, In consideration for the Company shall file a Registration Statement agreeing to its obligations under this Agreement, each Holder agrees in connection with any underwritten offering of the Company’s securities with respect to which the Company has complied with its obligations under Article 1 or 2 hereof, as applicable (whether or not such Holder is participating in such offering) upon the request of the underwriters managing any such underwritten offering, not to effect (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(asuch offering) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, grant any option for the purchase of, or otherwise dispose 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, in each case without the prior written consent of such underwriters and subject to customary exceptions, during the Company and Holdback Period; provided that nothing herein will prevent (i) any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, (ii) any pledge of Registrable Securities by a Holder or (iii) any foreclosure or transfer in lieu of a foreclosure thereunder, in each case that is otherwise in compliance with applicable securities laws. Notwithstanding the foregoing, any discretionary waiver or termination of this holdback provision by such underwriters with respect to any of the Holders shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. If any registration pursuant to Article 2 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than (i) a registration statement on Form X-0, Xxxx X-0 or any successor forms thereto, (ii) a registration statement filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan or (iii) sales pursuant to an at-the-market or similar open market sales program whereby the Company sells securities into an existing trading market from time to time at other than a fixed price) for its own account, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andHoldback Period.

Holdback Agreement. (a) If (ix) during the Effectiveness Period, the Company Corporation shall file a Registration Statement (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar a dividend reinvestment plan or pursuant to employee benefit plan covering officers or directors of the Corporation or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Actsimilar corporate transaction) with respect to an underwritten public offering of Company Shares or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (iiy) with reasonable prior notice, the managing underwriter or underwriters advises advise the Company Corporation in writing (in which case the Company Corporation shall notify the Shareholder and the InvestorsHolders with a copy of such underwriter's notice) that a public sale or distribution of Registrable Securities Shares would materially adversely impact affect such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Companyoffering, then, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor Holder shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable lawlaw and unless such managing underwriter or underwriters otherwise agree, refrain from from, directly or indirectly, effecting any public sale, distribution or short sale or distribution of any Registrable Securities, without the prior written consent Shares (except as part of the Company and the managing underwriter or underwriters, such underwritten offering) during the period beginning ten (10) days prior to the effective date of such Registration Statement and continuing until the earliest of (A) sixty (60) days from the effective date abandonment of such Registration Statement; providedoffering, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a (B) such period of sixty (60) days from time as is sufficient and appropriate in the effective date is too short, this sixty (60) day period may be extended by the Company at the direction opinion of the managing underwriter or underwriters by up in order to an aggregate complete the sale and distribution of thirty securities included in such registration (30but in no event in excess of 90 days following the effective date of any offering) additional days or and (BC) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, termination in whole or in partpart of any "hold back" period obtained by the underwriter or underwriters in such offering from the Corporation in connection therewith (each such period, a "HOLD BACK PERIOD"); PROVIDED, that the holdback agreements with respect Holders shall not be subject to the Company, any executive restrictions contained in this Section 4(a) unless each officer and director of the Company Corporation (regardless of the number of Shares then owned by such officer or any director) and each beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of at least 5% of the issued and outstanding shares of Common Stock also agree to be bound by such other person who has been granted registration rights by the Company; andrestrictions.

Holdback Agreement. (a) If (ix) during the Effectiveness Period, the Company shall file a Registration Statement (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar a dividend reinvestment plan or pursuant to employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Actsimilar corporate transaction) with respect to an underwritten public offering of Company Shares or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (iiy) with reasonable prior notice, the managing underwriter or underwriters advises advise the Company in writing (in which case the Company shall notify the Shareholder and the Investorsprovide Securityholders with a copy of such underwriter's notice) that a public sale or distribution of Registrable Securities would materially adversely impact affect such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Companyoffering, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwritersthen, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the unless such managing underwriter or underwritersunderwriters otherwise agree, no Securityholder shall, directly or indirectly, sell, offer, contract or grant any option to sell (including, without limitation, in connection with any short sale), pledge, transfer (other than to Affiliates), establish an open "put equivalent position" within the meaning of Rule16a-l(h) under the Exchange Act, or otherwise dispose of any Registrable Securities held by it (except as part of such underwritten public offering) during the ten (10) period beginning seven days prior to the effective date of such Registration Statement and continuing until the earliest earlier of (A) sixty the abandonment of such offering and (60B) 90 days from (or such shorter period of time as is sufficient and appropriate in the opinion of the managing underwriter or underwriters in order to complete the sale and distribution of securities included in such registration) after the effective date of such Registration StatementStatement (each such period, a "Hold Back Period"); provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may no Securityholder shall be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect subject to the Company, any executive restrictions contained in this SECTION 4(A) unless each officer and director of the Company regardless of the number of Shares then owned by such officer or any director and each beneficial owner (defined in Rule 13d-3 under the Exchange Act) of at least 10% of the issued and outstanding shares of Common Stock also agree to be bound by such other person who has been granted registration rights by the Company; andrestrictions.

Holdback Agreement. The Company and each 5% Stockholder (a) If (i) during the Effectiveness Period, the Company shall file whether or not such Registrable Securities are included in a Registration Statement (other than in connection with the registration of securities issuable filed pursuant to an employee stock optionSection 3.1 or Section 3.2) agree, stock purchase or similar plan or if requested (pursuant to a merger, exchange offer timely written notice) by the lead or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a an underwritten offering, not to effect any public sale or distribution of any of the Registrable Securities would materially adversely impact Securities, including a sale pursuant to Rule 144 (except as part of such offering underwritten offering), for a customary period (which period shall be the same for all applicable Stockholders and shall not be longer than one hundred and eighty (iii180) days in the case of the Company’s first Public Offering and ninety (90) days in the case of any other Public Offering, except to the extent required by FINRA regulations or applicable law), as reasonably determined by the lead or managing underwriter or underwriters in consultation with the Stockholders, after the closing date of the underwritten offering made pursuant to such Registration Statement; provided, that no 5% Stockholder shall be subject to any such restrictions unless (a) all such restrictions shall have been requested of, and shall be applicable to, all 5% Stockholders and (b) such underwriter(s) shall have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, . No waiver of any such restrictions shall be effective with respect to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior Stockholder unless such waiver applies uniformly to the effective date of all such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offeringStockholders. Notwithstanding the foregoinganything contained in this Section 3.10, any all obligations of the Shareholder and each Investor Stockholders under this Section 4 3.10 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person Person who has been granted registration rights by the Company; and, unless such termination, release or waiver also applies proportionally (based on their respective ownership of Registrable Securities relative to the number of Registrable Securities held by such executive officer or other Person) to each Stockholder.

Holdback Agreement. (a) If (i) during the Effectiveness Period, In consideration for the Company shall file a Registration Statement agreeing to its obligations under this Agreement, each Holder agrees in connection with any underwritten offering of the Company’s securities with respect to which the Company has complied with its obligations under Section 2 or Section 3 hereof, as applicable (whether or not such Holder is participating in such offering) upon the request of the underwriters managing any such underwritten offering, not to effect (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(asuch offering) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, grant any option for the purchase of, or otherwise dispose 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, in each case without the prior written consent of such underwriters and subject to customary exceptions, during the Company and Holdback Period; provided that nothing herein will prevent (i) any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, (ii) any pledge of Registrable Securities by a Holder in connection with a Permitted Loan (as defined in the Investment Agreement) or (iii) any foreclosure in connection with a Permitted Loan (as defined in the Investment Agreement) or transfer in lieu of a foreclosure thereunder, in each case that is otherwise in compliance with applicable securities laws. Notwithstanding the foregoing, any discretionary waiver or termination of this holdback provision by such underwriters with respect to any of the Holders 41453855_8 shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andHoldback Period.

Holdback Agreement. Each Holder agrees that in the event (a) If (i) during the Effectiveness Period, the Company shall file a Registration Statement (other than in connection with proposes to offer for sale to the registration public any of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such its equity securities, (iib) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if Holder is requested by the Company and any underwriter engaged by the managing underwriter Company in connection with such offering to sign an agreement restricting the sale or underwritersother transfer of any Registrable Securities and (c) the following persons are restricted in the same manner and for the same duration: (i)(A) all of the Company’s affiliates and executive officers and all of the members of the Board of Directors and (B) all of the securities that could be requested to be included in any registration pursuant to Pegasus Registration Rights Agreement and the Tri-Party Registration Rights Agreement and (ii) if such persons are selling stockholders in such offering, (A) all of the securities that could be requested to be included in any registration pursuant to Home Depot Registration Rights Agreement and the Geveran Registration Rights Agreement and any successors, assigns and transferees thereof, then it will promptly sign such agreement and will not transfer, whether in privately negotiated transactions or to the extent not inconsistent with applicable lawpublic in open market transactions or otherwise, refrain from effecting any public sale Registrable Securities or distribution any other securities of Registrable Securitiesthe Company held by him, without the prior written consent of her or it during such period as is determined by the Company and the managing underwriter or underwriters, during not to exceed the ten seven (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (607) day period may prior to and 180 days following the closing of the offering (such period, the “Lock-Up Period”). Such agreement shall be extended by in writing and in form and substance reasonably satisfactory to the Company at and such underwriter and pursuant to customary and prevailing terms and conditions. Notwithstanding whether the direction Holder has signed such an agreement, the Company may impose stop-transfer instructions with respect to the Registrable Securities or any other securities of the managing underwriter or underwriters by up Company subject to an aggregate the foregoing restrictions until the end of thirty (30) additional days or (B) the abandonment of such offeringLock-Up Period. Notwithstanding the foregoing, if any obligations Affiliate of the Shareholder and each Investor Company is or becomes subject to a shorter Lock-Up Period under this Section 4 shall terminate in any lock-up agreement (including but not limited to as a result of any discretionary waiver or termination of the event that restrictions of any or all of such agreements by the Company or any underwriter terminatesthe underwriters), releases or waives, in whole or in part, then the holdback agreements with respect to the Company, any executive officer of the Company or any Lock-Up Period shall be such other person who has been granted registration rights by the Company; andshorter period.

Holdback Agreement. (a) If (i) during the Effectiveness Period, the Company any registration shall file a Registration Statement (other than be in connection with an underwritten public offering (including the registration Qualified Public Offering), to the extent requested by the managing underwriters, each Holder of securities issuable Registrable Securities agrees (but only if such offering is the Qualified Public Offering or an offering in which such Holder is selling securities) not to effect any sale or distribution, including any sale pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) 144 under the Securities Act) with respect to an underwritten public offering , of Company Shares equity securities of the Company, or of any securities convertible into, into or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer for any equity security of the Company and (in each case, other person who has been granted registration rights by than as part of such underwritten public offering), within seven days before, or such period not to exceed 90 days (or 180 days in the Company, then case of the Shareholder and each Investor shall, if requested by Qualified Public Offering) as the Company and underwriting agreement may require (or such lesser period as the managing underwriter or underwritersunderwriters may permit) after, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest registration. If Xxx Xxxx, Xxxxxx Xxxxxxxx or any of (A) sixty (60) days their Permitted Transferees are released from the effective date of such Registration Statement; providedrestrictions contemplated by this Section 4.8 (the “Release Event”), that the New Investors and their Permitted Transferees shall be released to the same extent from their obligations contemplated by this Section 4.8. (b) The Company agrees, if so required by the managing underwriter of any offering of Registrable Securities, not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public Sale or underwritersdistribution of or otherwise dispose of any of its equity securities during the 30 days prior to and the 90 days (or 180 days in the case of the Qualified Public Offering) after any underwritten registration pursuant to Section 4.2 or 4.3 hereof has become effective (the “Holdback Period”), in its or their reasonable judgmentexcept as part of such underwritten registration. Notwithstanding the foregoing sentence, advises the Company that shall be entitled to (i) issue shares of Common Stock or other securities upon the exercise of an option or warrant or the conversion or exchange of a period security outstanding prior to the Holdback Period, (ii) grant options to purchase shares of sixty Common Stock or issue restricted shares of Common Stock or other securities pursuant to employee benefit plans in effect prior to the Holdback Period and (60iii) days from sell shares of Common Stock or other securities in a transaction in which the effective date is too short, this sixty (60) day period may purchaser agrees to be extended bound by the restrictions contained in Section 4.8(a). The Company at the direction of shall use its reasonable best efforts to obtain and enforce similar agreements from any other Persons if requested by the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding Neither the foregoing, Company nor such Persons shall be subject to the restrictions set forth in this Section 4.8(b) for longer than 120 days during any obligations 12-month period (or 180 days in the case of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect 12-month period prior to the Company, any executive officer expiration of the Company or any such other person who has been granted registration rights by Holdback Period for the Company; andQualified Public Offering). SECTION 4.9.

Holdback Agreement. (a) If No Investor shall (i) during the Effectiveness Periodoffer, the Company shall file a Registration Statement sell, contract to sell, pledge or otherwise dispose of (other than including sales pursuant to Rule 144), directly or indirectly, any Equity Securities (including Equity Securities that may be deemed to be owned beneficially by such holder in connection accordance with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction rules and regulations of the type specified in Rule 145(aCommission) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into(collectively, or exchangeable or exercisable for, such securities“Securities”), (ii) with reasonable prior noticeenter into a transaction which would have the same effect as described in clause (i) above, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter enter into any swap, hedge or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, arrangement that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waivestransfers, in whole or in part, any of the holdback economic consequences or ownership of any Securities, whether such transaction is to be settled by delivery of such Securities, in cash or otherwise (each of (i), (ii) and (iii) above, a “Sale Transaction”), or (iv) publicly disclose the intention to enter into any Sale Transaction, in any such case during the seven (7) days prior to and the one hundred eighty (180) day period beginning on the effective date of the Initial Public Offering (the “IPO Holdback Period”), except as part of the Initial Public Offering, unless the underwriters managing the Initial Public Offering otherwise agree in writing. In connection with all underwritten Demand Registrations and underwritten Piggyback Registrations other than the Initial Public Offering, no holder of Registrable Securities shall effect any Sale Transaction during the seven (7) days prior to and the ninety (90) day period beginning on the effective date of such underwritten registration (the “Follow-On Holdback Period”), except as part of such underwritten registration, unless the underwriters managing such registered public offering otherwise agree in writing. If requested by the managing underwriters, then each Investor agrees to execute customary lock-up agreements consistent with the foregoing obligations with the managing underwriters of an underwritten offering with a duration not to exceed the IPO Holdback Period or the Follow-On Holdback Period, as applicable. If (a) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last seventeen (17) days of the IPO Holdback Period or any Follow-On Holdback Period (as applicable) or (b) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4) (or any successor thereto) the IPO Holdback Period or a Follow-On Holdback Period (as applicable) will be extended until eighteen (18) days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). The Company may impose stop transfer instructions with respect to the Companyshares of its common stock (or other securities) subject to the foregoing restriction during any IPO Holdback Period, any executive officer of the Company Follow-On Holdback Period or any such other person who has been granted registration rights by the Company; andperiod of Holdback Extension.

Holdback Agreement. (a) If (i) during the Effectiveness Period, In consideration for the Company shall file a Registration Statement agreeing to its obligations under this Agreement, each Holder agrees in connection with any underwritten offering of the Company’s securities with respect to which the Company has complied with its obligations under Section 2 or Section 3 hereof, as applicable, and in which offering such Holder has an opportunity to participate subject to the priority set forth in Section 2(b), Section 3(b) or Section 3(f)(ii) as applicable (whether or not such Holder is participating in such offering), upon the request of the underwriters managing any such underwritten offering, not to effect (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(asuch offering) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, grant any option for the purchase of, or otherwise dispose 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, in each case without the prior written consent of such underwriters and subject to customary exceptions (including for Charitable Gifting Events), during the Company and Holdback Period; provided that nothing herein will prevent (i) any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, (ii) any pledge of Registrable Securities by a Holder in connection with a Permitted Loan (as defined in the Investment Agreement) or (iii) any foreclosure in connection with a Permitted Loan (as defined in the Investment Agreement) or transfer in lieu of a foreclosure thereunder, in each case that is otherwise in compliance with applicable securities laws. Notwithstanding the foregoing, any discretionary waiver or termination of this holdback provision by such underwriters with respect to any of the Holders shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form S‑4, Form S‑8 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andHoldback Period.

Holdback Agreement. (a) If (i) during Each Holder of Registrable Securities ------------------ agrees not to effect any sale or distribution of the Effectiveness Periodissue being registered or of a similar security of the Company, the Company shall file or any securities convertible into or exchangeable or exercisable for such securities, including a Registration Statement (other than in connection with the registration of securities issuable sale pursuant to an employee stock option, stock purchase Rule 144 or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) 144A under the Securities Act, during the 14 days prior to, and during the 90-day period (180 days in the case of the Company's Initial Public Offering) with respect beginning on, the effective date of the registration statement filed by the Company (except as part of such registration) if, and to the extent, requested by the managing Underwriter or Underwriters in the case of an underwritten public offering offering. EXHIBIT B EXHIBIT B IRREVOCABLE PROXY The undersigned agrees to, and hereby grants to any of Company Shares or securities convertible intoXxxx X. Xxxxx, Xxxxxxxx X. Xxxxxxx, Xxxx X. Xxxxxxxx, Xxx X. Xxxxx, Xxxx X. Xxxx, Xxxxxxx X. Xxxxxxx, Xx., J. Xxxxxxxxx Xxxxxxx, Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx, each in his capacity as a manager of Xxxxxxx Xxxxxx & Co. LLC (collectively, "FS"), an irrevocable proxy to vote, or exchangeable to execute and deliver written consents or exercisable forotherwise act with respect to, such securitiesall shares of capital stock (the "Stock") of Advance Holding Corporation, a Virginia corporation (iithe "Company") with reasonable prior notice, the managing underwriter now owned or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights hereafter acquired by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwritersundersigned as fully, to the same extent not inconsistent and with the same effect as the undersigned might or could do under any applicable lawlaws or regulations governing the rights and powers of stockholders of a Virginia corporation, refrain from effecting any public sale or distribution of Registrable Securitiesas provided in that certain Stockholders Agreement by and among the undersigned, without the prior written consent certain other stockholders of the Company and the managing underwriter or underwriters, during Company. The undersigned hereby affirms that this proxy is given as a condition of said Stockholders Agreement and the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, undersigned's investment in its or their reasonable judgment, advises the Company and as such is coupled with an interest and is irrevocable. It is further understood by the undersigned that a period of sixty (60) days from the effective date is too short, this sixty (60) day period proxy may be extended exercised by FS for the Company at period beginning the direction date hereof and ending upon an initial public offering of the managing underwriter Company's common stock. This proxy shall remain in full force and effect and be enforceable against any donee, transferee or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations assignee of the Shareholder and each Investor under Stock. Dated this Section 4 shall terminate in the event that the Company or any underwriter terminates__ day of ________, releases or waives1998. Ripplewood Partners, in whole or in partL.P., the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; anda Delaware limited partnership By: /s/ Xxxx X. Xxxxxx Name: ______________________________ Title: _____________________________ AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

Holdback Agreement. (a) If (i) during the Effectiveness Periodany period that this Agreement remains in effect, the Company REIT shall file a Registration Statement registration statement (other than in connection with a Special Registration Statement) that provides for the registration offer and sale by REIT of securities issuable pursuant to an employee stock option, stock purchase REIT Common Shares or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares securities or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company appointed by REIT in writing respect of an underwritten public offering to be conducted by REIT pursuant to such registration statement advise REIT (in which case the Company REIT promptly shall notify the Shareholder and the InvestorsHolders) that a public sale or distribution of Registrable Securities Shares would materially adversely impact such offering offering, and (iii) the underwriter or underwriters have obtained written holdback all of REIT’s executive officers and directors execute agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companysubstantially identical to those referred to in this Section 4, then the Shareholder and each Investor Holder shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, Shares (other than any such shares proposed to be sold pursuant to such registration statement) during the ten five (105) days prior to the effective date pricing of such Registration Statement offering registration statement and until the earliest of (A) sixty the abandonment of such offering by REIT, (60B) in connection with REIT’s first completed public offering pursuant to the Listing Registration Statement, 180 days from following the effective date of such Registration Statement; providedthat registration statement used in that offering, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty and (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (BC) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, termination in whole or in partpart of any “hold back” period agreed at the time of pricing by the underwriter or underwriters in such offering from REIT or any Affiliate of REIT in connection therewith (each such period, a “Hold Back Period”). Each Holder subject to this Section 4(a) shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to this Section 4 if any Person referred to in clause (iii) of the first sentence of this Section 4 is released from the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andobligation described above.

Holdback Agreement. (a) If (i) during In connection with any registration of the Effectiveness Period, the Company shall file a Registration Statement Company’s securities (other than in connection with the a registration of securities issuable pursuant to an employee stock option, stock purchase in a Rule 145 transaction or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible intoemployee benefit plan) each Stockholder hereby agrees that, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained upon written holdback agreements from the Company, each executive officer request of the Company and each other person who has been granted registration rights by or the underwriters managing any underwritten offering of the Company’s securities, then such Stockholder shall not sell, make any short sale of, loan, pledge or otherwise hypothecate or encumber, grant any option for the Shareholder and each Investor shallpurchase of, if requested by or otherwise dispose of any Stockholder Shares (other than those included in the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, registration) without the prior written consent of the Company and the managing underwriter or such underwriters, during as the ten case may be, for such period of time (10not to exceed one hundred eighty (180) days prior to following the effective date of a registration statement of the Company filed under the Securities Act) as may be requested by the Company or such Registration Statement managing underwriters; provided that (i) the officers and until directors of the earliest Company who own stock of the Company, as well as any Stockholder who owns more than one percent (A1%) sixty of the Common Stock of the Company on a fully diluted, fully converted basis, also agree to such restrictions, and (60ii) days the underwriters shall not release any party from any lock-up agreement or similar agreement (a “Lock Up Release”) without (x) providing the undersigned at least three (3) business days’ prior written notice of the effective date of the Lock Up Release and (y) simultaneously releasing the undersigned and their affiliates to the same extent from any lock-up letter or similar agreement to which they are a party. Nothing herein shall prevent a holder of Stockholder Shares that is a partnership from making a distribution of Stockholder Shares to its partners, a holder of Stockholder Shares that is a trust from making a distribution of Stockholder Shares to its beneficiaries or a holder of Stockholder Shares that is a corporation from making a distribution of Stockholder Shares to its stockholders, provided that the transferees of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may Stockholder Shares agree to be extended bound by the Company at provisions of this Agreement to the direction extent the transferor would be so bound by executing an Instrument of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate Accession in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer form of the Company or any such other person who has been granted registration rights by the Company; andExhibit B.

Holdback Agreement. (a) If (i) during the Effectiveness Period, In consideration for the Company shall file a Registration Statement agreeing to its obligations under this Agreement, so long as either Principal Investor is entitled to nominate more than one member of the Board of Directors of the Company pursuant to the terms of the Stockholders Agreement between the Company and such Principal Investor dated as of even date herewith, such Principal Investor and each Stockholder (other than any other Principal Investor that is not at such time entitled to nominate more than one member of the Board of the Directors of the Company pursuant to the terms of the Stockholders Agreement between the Company and such Principal Stockholder dated as of even date herewith) agrees in connection with the any registration of the Company’s securities issuable pursuant to an employee stock option, stock purchase (whether or similar plan or pursuant to a merger, exchange offer or a transaction not such Stockholder is participating in such registration) upon the request of the type specified in Rule 145(a) under Company and the Securities Act) with respect to an underwriters managing any underwritten public offering of Company Shares the Company’s securities, to not ( x) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Registrable Securities or securities convertible into, or exchangeable or exercisable forfor Common Stock (“Lock-Up Securities”), such securitiesor enter into a transaction which would have the same effect, (iiy) with reasonable prior noticeenter into any swap, the managing underwriter hedge or underwriters advises the Company other arrangement that transfers, in writing (whole or in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Companypart, each executive officer any of the Company and each other person who has been granted registration rights by economic consequences of ownership of the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Lock-Up Securities, whether any such aforementioned transaction is to be settled by delivery of Lock-Up Securities, in cash or otherwise, or (z) publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement without the prior written consent of the Company and or such underwriters, as the managing underwriter or underwriterscase may be, during the ten Holdback Period, provided that nothing herein will prevent any such Stockholder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws and, if applicable, the Stockholders Agreement, so long as any such transferee agrees to be so bound; provided further, that if any such Stockholder is subject to a lock-up agreement in connection with any registration of the Company’s securities, such Stockholder shall receive hereunder the benefit of any more favorable exceptions to such lock-up agreement in connection with any registration. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering of Common Stock, the Company will not effect any public sale or distribution of any common equity (10or securities convertible into or exchangeable or exercisable for common equity) days prior to the effective date of such Registration Statement and until the earliest of (other than a registration statement (A) sixty (60) days from the effective date of such Registration Statement; providedon Form X-0, that if the managing underwriter Xxxx X-0 or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days any successor forms thereto or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate filed solely in the event that the Company connection with an exchange offer or any underwriter terminatesemployee benefit or dividend reinvestment plan) for its own account, releases or waives, in whole or in part, during the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andHoldback Period.

Holdback Agreement. Each of the Company and each Holder (aother than a Holder that (1) If is not an employee of the Company or any of its Subsidiaries and (2) beneficially owns less than 10% of the Common Stock that is outstanding immediately prior to the offering (calculated on a fully-diluted and fully-Exchanged basis) of Registrable Securities (whether or not such Registrable Securities are covered by a registration statement filed pursuant to Section 2.1, Section 2.2, Section 2.3 or Article III)) agrees that during (i) during such period following the Effectiveness Periodeffective date (which period shall in no event exceed 180 days, subject to any applicable “booster shot” extensions to the extent required under the applicable regulations of FINRA) of a registration statement of the Company shall file a Registration Statement (other than filed in connection with the registration IPO as may be requested by the underwriter or underwriters of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an such underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securitiesoffering, (ii) with reasonable prior noticerespect to underwritten offerings (other than Non-Marketed Underwritten Shelf Take-Downs) only, such period (which period shall in no event exceed 90 days, subject to any applicable “booster shot” extensions to the extent required under the applicable regulations of FINRA) following the effective date of a registration statement of the Company filed under the Securities Act subsequent to the IPO (or, if later in the case of a Marketed Underwritten Shelf Take-Down, the managing date the underwriting agreement for such Marketed Underwritten Shelf Take-Down is entered into) as may be requested by the underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering underwritten offering, and (iii) with respect to Non-Marketed Underwritten Shelf Take-Downs for which an affirmative Non-Marketed Shelf Take-Down Piggyback Election is made only, such period (which period shall in no event exceed 45 days, subject to any applicable “booster shot” extensions to the extent required under the applicable regulations of FINRA) following the date the underwriting agreement for such Non-Marketed Underwritten Shelf Take-Down is entered into as may be requested by the underwriter or underwriters have obtained written holdback agreements from of such underwritten offering, each of the Company, each executive officer of such Holder and its Affiliates shall not, to the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if extent requested by the Company and/or any underwriter, offer, sell, contract to sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of, or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities held by it at any time during such period (which prohibition precludes such Holder and the managing underwriter or underwriters, its Affiliates from engaging in any hedging transaction with respect to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities), without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of except Registrable Securities included in such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statementregistration; provided, that if the managing underwriter or underwriterswith respect to restrictions imposed pursuant to clause (iii) above, in its or their reasonable judgment, advises no event shall any Holder be subject to such restrictions for more than 90 days during any 12-month period (plus any applicable “booster shot” periods to the Company extent required under the applicable regulations of FINRA ). Each Holder agrees that a period of sixty (60) days from it shall deliver to the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up of any offering to an aggregate of thirty which clause (30i), (ii) additional days or (Biii) is applicable a customary agreement reflecting its agreement set forth in this Section 2.12. For the abandonment avoidance of such offering. Notwithstanding the foregoingdoubt, any obligations of the Shareholder and each Investor no restrictions under this Section 4 2.12 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements apply with respect to Non-Marketed Underwritten Shelf Take-Downs for which no Non-Marketed Shelf Take-Down Piggyback Election is made. For the avoidance of doubt, for the purposes of this Section 2.12, a Management Vehicle shall be deemed to be an employee of the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; and.

Holdback Agreement. In connection with any Underwritten Shelf Takedown or other registered underwritten offering of equity securities by the Company (aa “Company Underwritten Offering”) commencing after the date of execution of the Merger Agreement (other than any registration on Form X-0, X-0 or any successor forms thereto), each Holder agrees, with respect to the Registrable Securities owned by such Holder, to be bound by any and all restrictions on the sale, disposition, distribution, hedging or other transfer of any interest in Registrable Securities (except with respect to such Registrable Securities as are proposed to be offered pursuant to the Underwritten Shelf Takedown or other registered underwritten offering), or any securities convertible into or exchangeable or exercisable for such securities, as are imposed on the Company, without prior written consent from the managing underwriter of such Company Underwritten Offering, for the period commencing on and ending 90 days following the date of pricing of such Company Underwritten Offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”). If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect that the Company’s underwriters in any relevant Company Underwritten Offering shall be third party beneficiaries of this Section 2.3. The provisions of this Section 2.3 will no longer apply to a Holder once such Holder ceases to hold at least 1% of the Registrable Securities acquired as a result of the transactions contemplated in the Merger Agreement. Notwithstanding anything to the contrary set forth in this Section 2.3, (i) during the Effectiveness Periodeach Holder may sell or transfer any Registrable Securities to any Affiliate of such Holder, the Company so long as such Affiliate agrees to be and remains bound hereby, (ii) each Holder may enter into a bona fide pledge of any Registrable Securities (and any foreclosure on any such pledge shall file a Registration Statement also be permitted), and (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a iii) any hedging transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering index or basket of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, where the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer equity securities of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, constitute a de minimis amount shall not be prohibited pursuant to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; and2.3.

Holdback Agreement. If during the Effectiveness Period or from the time a Demand Registration is requested until such time as there are no longer any Registrable Securities, as applicable, the Company both (a) If (i) during the Effectiveness Period, the Company shall file files a Registration Statement registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares Common Stock or securities convertible into, or exchangeable or exercisable for, such securities or otherwise informs the Investors that it intends to conduct such an offering utilizing an effective registration statement or pursuant to an underwritten Rule 144A and/or Regulation S offering, in each case, for its own account, and (b) provides the Investors the opportunity to participate in such offering in accordance with Section 1.8, the Investors shall, if requested by the managing underwriter or underwriters, enter into a customary “lock-up” agreement relating to the sale, offering or distribution of Registrable Securities, in the form reasonably requested by the managing underwriter or underwriters (in each case on substantially the same terms and conditions as all other stockholders who execute such customary “lock-up” agreements with respect to the Common Stock or securities convertible into, or exchangeable or exercisable for, such securities), covering the period commencing on the date of the prospectus pursuant to which such offering may be made and continuing until no more than 60 days from the date of such prospectus, or such shorter period as shall be required by any director, executive officer or other stockholder who is required to execute a “lock-up” agreement; provided that such obligation shall only apply where (i) all “Section 16” executive officers, directors and other stockholders of the Company party hereto or to other agreements with the Company containing corresponding requirements are similarly bound and (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and terms of the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) ’ lock-up are no more restrictive than the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer terms of the Company and each lock-ups applicable to any other person stockholder who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and the managing underwriter or underwriters, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the CompanyCommon Stock or securities convertible into, any executive officer of or exchangeable or exercisable for, such securities that has executed such a lockup (and, if the Company or agrees to waive any such lockup for any such other person who has been granted registration rights by stockholder, the Company; andCompany shall also waive the Investors’ lockup to the same extent).

Holdback Agreement. (a) If (i) during the Effectiveness Period, In consideration for the Company shall file a Registration Statement agreeing to its obligations under this Agreement, each Holder agrees in connection with any underwritten offering of the Company’s securities with respect to which the Company has complied with its obligations under Section 2 or Section 3 hereof, as applicable (whether or not such Holder is participating in such offering) upon the request of the underwriters managing any such underwritten offering, not to effect (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(asuch offering) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, grant any option for the purchase of, or otherwise dispose 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, in each case without the prior written consent of such underwriters and subject to customary exceptions, during the Company and Holdback Period; provided that nothing herein will prevent (i) any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, (ii) any pledge of Registrable Securities by a Holder in connection with a Permitted Loan (as defined in the Investment Agreement) or (iii) any foreclosure in connection with a Permitted Loan (as defined in the Investment Agreement) or transfer in lieu of a foreclosure thereunder, in each case that is otherwise in compliance with applicable securities laws. Notwithstanding the foregoing, any discretionary waiver or termination of this holdback provision by such underwriters with respect to any of the Holders shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the ten (10) days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; andHoldback Period.

Holdback Agreement. (a) If (i) during To the Effectiveness Period, the Company shall file a Registration Statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Companyfullest extent permitted by law, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shallHolder, if requested by the Company Corporation and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent securities of the Company Corporation in connection with the Initial Public Offering, agrees to enter into an agreement consistent with then market practice for major bracket underwriters (a “Lock-up Agreement”) not to sell or otherwise transfer or dispose of any shares of Common Stock (other then in connection with such Holder’s registration rights hereunder) for such period of time (not to exceed 180 days for the Initial Public Offering and the managing underwriter or underwriters, during the ten (10not to exceed 90 days for any other underwritten public offering) days prior to following the effective date of such a Registration Statement and until of the earliest of Corporation filed under the Securities Act (A) sixty (60) days from the effective date of such Registration Statement; “Lock-up Period”), provided, (i) that in the case of each Initial Member (and its Affiliates and permitted assignees), such restrictions shall only apply to shares of Common Stock acquired by such Initial Member (or its Affiliates or Permitted Assigns) pursuant to any Conversion; (ii) that such Lock-up Agreement shall also bind the executive officers, directors, and other holders of at least five percent of the outstanding equity interests of the Corporation, on terms and conditions substantially similar to those which shall apply to the Holders; and (iii) that such Lock-up Agreement shall provide that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60underwriter(s) days releases from the effective date is too short, lock-up restrictions described in this sixty (60) day period may be extended by Section 2.10 any Holder prior to the Company at the direction expiration of the managing underwriter or underwriters by Lock­ up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements Period with respect to the Company, any executive officer all or a percentage of the Company Common Stock held by such Holder, that all other Holders subject to the lock-up shall be released from such lock-up restrictions to the same extent and on the same terms and conditions. Notwithstanding anything to the contrary in this Section 2.10, none of the provisions or restrictions set forth in Section 2.10 shall in any way limit any Initial Member or any such Affiliate thereof from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other person who has been granted registration rights by similar activities conducted in the Company; andordinary course of its business.

Holdback Agreement. In connection with the Corporation’s initial registration of shares of its Common Stock pursuant to a registration statement filed under the Securities Act (a) If (i) during an “IPO”), each Stockholder that is not otherwise a party to the Effectiveness PeriodRegistration Rights Agreement hereby agrees that he, the Company she or it, shall file a Registration Statement not sell publicly, make any short sale of, or otherwise dispose publicly of, any shares of Common Stock held by such Stockholder (other than in connection with the registration sales or dispositions to members of securities issuable pursuant to an employee stock optionhis, stock purchase her or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) its Group and other than with respect to an underwritten public offering those shares of Company Shares or securities convertible into, or exchangeable or exercisable for, Common Stock included in such securities, (iiregistration) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and Corporation, for a period (the managing underwriter or underwriters“Lockup Period”) designated by the Corporation in writing to the Stockholders, during the ten (10) which period shall begin not more than 2 days prior to the date upon which the registration statement pursuant to an IPO shall have been declared effective date of such (the “Registration Statement Date”) and until shall not last more than 180 days after the earliest of (A) sixty (60) days from the effective date of such Registration StatementDate; provided, however, that if (a) the managing Lockup Period shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, (b) all executive officers, directors and holders of one percent (1%) or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction more of the managing underwriter or underwriters by up capital stock of the Corporation on a Fully-Diluted Basis must agree to an aggregate a Lockup Period of thirty at least the same duration and on substantially similar terms and (30c) additional days or all parties subject to a Lockup Period shall only be released early from their obligations thereunder on a pro rata basis (B) after giving effect to respective registration rights “cut-back” provisions, as applicable, set forth in the abandonment of such offeringRegistration Rights Agreement). Notwithstanding the foregoing, any obligations if (i) during the last 17 days of the Shareholder and each Investor under 180-day restricted period, the Corporation issues an earnings release or material news or a material event relating to the Corporation occurs; or (ii) prior to the expiration of the 180-day restricted period, the Corporation announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Section 4 3.11 shall terminate in continue to apply until the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer expiration of the Company 18-day period beginning on the issuance of the earnings release or any such other person who has been granted registration rights by the Company; andoccurrence of the material news or material event.

Holdback Agreement. If the Corporation at any time shall register shares of Common Stock under the Securities Act (aincluding any registration pursuant to Sections 2, 3 or 4 hereof) If (i) during for sale to the Effectiveness Periodpublic in an underwritten offering, no Investor shall sell, make any short sale of, grant any option for the Company shall file a Registration Statement purchase of, or otherwise dispose of, any Registrable Shares (other than those shares of Common Stock included in connection with the such registration of securities issuable pursuant to an employee stock optionSections 2, stock purchase 3 or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a4 hereof) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shall, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities, without the prior written consent of the Company and Corporation, for a period as shall be determined by the relevant managing underwriter or underwriters, during the ten (10) which period shall not last more than 180 days prior to the effective date of such Registration Statement and until the earliest of (A) sixty (60) days from after the effective date of such Registration Statement; provided. From and after the date hereof, that the Corporation shall use commercially reasonable efforts to obtain the agreement of any Person permitted to sell shares of stock in a registration to be bound by and to comply with this Section 5 (or similar provisions of a separate agreement) as if such Person were an Investor. If the Corporation at any time pursuant to Sections 2 or 3 of this Agreement shall register under the Securities Act Registrable Shares held by the Investors for sale to the public pursuant to an underwritten offering, the Corporation shall not effect any public sale or distribution of securities similar to those being registered, or any securities convertible into or exercisable or exchangeable for such securities, for such period as shall be determined by the Corporation and the managing underwriter or underwriters, in its or their which period shall not be less than 5 days. Preparation and Filing. ---------------------- If and whenever the Corporation is under an obligation pursuant to the provisions of this Agreement to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicable: use commercially reasonable judgment, advises the Company efforts to cause a Registration Statement that registers such Registrable Shares to become and remain effective for a period of sixty 180 days or until all of such Registrable Shares have been disposed of (60if earlier); furnish, at least five Business Days before filing a Registration Statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a Registration Statement or prospectus, to one counsel selected by the Investors ("Counsel") days from copies of all such documents proposed to be filed (it being understood that such five-Business Day period need not apply to amendments or successive drafts of the effective date same document proposed to be filed so long as such amendments or successive drafts are supplied to Counsel in advance of the proposed filing by a period of time that is too short, this sixty (60) day period customary and reasonable under the circumstances); prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be extended by necessary to keep such Registration Statement effective for at least an additional period of 90 days or until all of such Registrable Shares have been disposed of (if earlier) and to comply with the Company at the direction provisions of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements Securities Act with respect to the Company, any executive officer sale or other disposition of such Registrable Shares; promptly notify Counsel in writing (i) of the Company receipt by the Corporation of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Corporation of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes; use its best efforts to register or qualify such Registrable Shares under such other person who securities or blue sky laws of such jurisdictions as the holders of the Registrable Shares reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable such holders to consummate the disposition in such jurisdictions of such holders' Registrable Shares; provided, however, that the Corporation will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (e); furnish to the holders of such Registrable Shares such number of copies of a summary prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holders may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares; without limiting subsection (e) above, use its best efforts to cause such Registrable Shares to be registered with or approved by such other governmental agencies or authorities of the United States as may be necessary by virtue of the business and operations of the Corporation to enable the holders of such Registrable Shares to consummate the disposition of such Registrable Shares; notify the holders of such Registrable Shares on a timely basis at any time when a prospectus relating to such Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in subparagraph (a) of this Section 6, of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such holders, prepare and furnish to such holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; make available upon reasonable notice and during normal business hours, for inspection by any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by the underwriter (the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Corporation (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Corporation's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such Registration Statement. Any of the Information which the Corporation determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been granted registration rights made generally available to the public, and the Investors agree that they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Corporation and allow the Corporation, at the Corporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential; if required by the Companyunderwriters, use commercially reasonable efforts to obtain from its independent certified public accountants "cold comfort" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters; if required by the underwriters, use commercially reasonable efforts to obtain from its counsel an opinion or opinions in customary form; provide a transfer agent and registrar (which may be the same entity and which may be the Corporation) for such Registrable Shares; issue to any underwriter to which the holders of such Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares; use commercially reasonable efforts to qualify such Registrable Shares for listing on the Nasdaq Stock Market or such other national securities exchange on which the Corporation shall from time to time list its securities; otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission; and subject to all the other provisions of this Agreement, use commercially reasonable efforts to take all other commercially reasonable steps necessary to effect the registration of such Registrable Shares contemplated hereby. Each holder of the Registrable Shares upon receipt of any notice from the Corporation of any event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement covering such Registrable Shares until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(h) hereof, and, if so directed by the Corporation, such holder shall deliver to the Corporation all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Shares at the time of receipt of such notice.

Holdback Agreement. (a) If (i) during the Effectiveness Period, the Company at any time shall file a Registration Statement register Common Units under the Securities Act in an underwritten offering pursuant to any other registration under the Securities Act (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase on Form S-4 or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) Form S-8 promulgated under the Securities Act) with respect to an underwritten public offering of Company Shares Act or securities convertible intoany successor forms thereto), or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, and the managing underwriter or underwriters of such offering advises the Company in writing that in its opinion the sale of Restricted Securities at the time of or following the offering would interfere with the successful marketing of Primary Units, Senior Units or Other Units proposed to be sold in the offering (in which case terms of a significant adverse effect on the Company shall notify the Shareholder and the Investors) that a public sale price, timing or distribution of Registrable Securities would materially adversely impact such offering and (iii) securities), the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder and each Investor shallInvestors shall not, if requested in writing to the Company by the Company and managing underwriter, sell, make any short sale of, grant any option for the managing underwriter purchase of, or underwriters, otherwise dispose of any Restricted Securities (other than those Registrable Units included in such registration pursuant to the extent not inconsistent with applicable law, refrain from effecting any public sale Section 2 or distribution of Registrable Securities, 3) without the prior written consent of the Company and for a period as shall be determined by the managing underwriter or underwriters, during the ten (10) which period cannot begin more than 10 days prior to the effective date effectiveness of such Registration Statement and until the earliest of (A) sixty (60) cannot last more than 180 days from after the effective date of such Registration Statement; provided, however, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period restrictions on transfer of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days or (B) the abandonment of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor Restricted Securities -------- ------- under this Section 4 shall terminate in not be imposed upon the event that the Company or Investors more than once during any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any consecutive twelve-month period. The provisions of this Section 4 shall not apply unless (i) all executive officer officers and directors of the Company owning Common Units and (ii) all Persons (other then the Investors) who have acquired Common Units from the Company (other than through a registered Public Offering) shall also have agreed not to sell publicly their Common Units under the circumstances and pursuant to the terms set forth in this Section 4. The Company agrees to obtain from the underwriter a commitment not to grant any release, waiver or termination of the provisions set forth in any similar agreement with any other Person or Persons unless it also grants such release, waiver or termination to all Investors that are subject to such agreements, pro rata based upon the number of Common Units held by the Investors and such other person who has been granted registration rights by the Company; andPerson or Persons.

Holdback Agreement. (a) If (i) during the Effectiveness Period, In consideration for the Company shall file a Registration Statement (other than agreeing to its obligations under this Agreement, each Holder agrees in connection with the any registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Company Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer ’s securities (whether or not such Holder is participating in such registration) upon the request of the Company and each other person who has been granted registration rights by the underwriter(s) managing any underwritten offering of the Company’s securities, then the Shareholder and each Investor shallnot to effect (other than pursuant to such registration) any sale, if requested by the Company and the managing underwriter or underwriters, to the extent not inconsistent with applicable law, refrain from effecting any public sale transfer or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership 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 without the prior written consent of the Company and or such underwriters, as the case may be, during the Holdback Period; provided, however, that nothing in such holdback agreement shall prevent any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or shareholders of such partnership, limited liability company or corporation or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be bound by such holdback agreement. If any registration pursuant to Section 3 shall be in connection with any underwritten offering, the Company will not effect any public sale or distribution of any Equity Securities (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period. Notwithstanding anything to the contrary set forth in this Section 9(b), in connection with an underwritten offering that is a Block Sale, (A) no Holder shall be subject to a lock-up agreement, other than, if requested by the managing underwriter for such offering, a Holder that is (1) participating in such Block Sale or underwriters(2) a Holder of five percent or more of the Common Stock then outstanding and (B) such Holdback Period shall not exceed 60 calendar days in connection with any Block Sale. Notwithstanding anything to the contrary set forth in this Section 9(b), no Holder shall be required to be subject to a lock-up agreement in connection with an underwritten offering that is a Block Sale in which such Holder does not participate (a “Skipped Block Sale”), if during the ten (10) days prior preceding 12-month period, such Holder has been subject to the effective date of such Registration Statement and until the earliest of a lock-up agreement in connection with Skipped Block Sales either (A) sixty (60) days from the effective date of such Registration Statement; provided, that if the managing underwriter or underwriters, in its or their reasonable judgment, advises the Company that a period of sixty (60) days from the effective date is too short, this sixty (60) day period may be extended by the Company at the direction of the managing underwriter or underwriters by up to an aggregate of thirty (30) additional days twice or (B) the abandonment for at least an aggregate of such offering. Notwithstanding the foregoing, any obligations of the Shareholder and each Investor under this Section 4 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company; and90 calendar days.