Common use of Holdback Agreement Clause in Contracts

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.

Holdback Agreement. (a) Each Holder agrees not 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 effect any salean employee stock option, transferstock purchase or similar plan or pursuant to a merger, exchange offer or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities a transaction of the Company, 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 stock or securities, during the period beginning seven (7ii) days with reasonable prior tonotice, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(sunderwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) may agree), the date that a public sale or distribution of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to would materially adversely impact such Underwritten Offering, provided that offering and (iiii) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriter or underwriters on any of have obtained written holdback agreements from the Company, the officers, directors or any other affiliate each executive officer of the Company or any and each other stockholder of the Company on whom a restriction is imposed or with whom the Company person who has been granted registration rights for any of its equity securities; by the Company, then the Shareholder and (ii) each Investor shall, if requested by the Holders shall not be subject to Company and the foregoing restrictions if and managing underwriter or underwriters, to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided furthernot inconsistent with applicable law, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect refrain from effecting any public sale or distribution of its equity securities (Registrable Securities, without the prior written consent of the Company and the managing underwriter or any securities convertible into or exchangeable or exercisable for such securities) underwriters, during the seven ten (710) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand 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 for such shorter underwriters, in its or their reasonable judgment, advises the Company that a period as to which 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 may agree), except as part by up to an aggregate of thirty (30) additional days or (B) the abandonment of such Demand Registration 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 (b) The Company, if requested in writing by the managing underwriter or underwriters in connection with an underwritten public offering of Registrable Securities by the Shareholder or any employee benefit Investor, shall not make any public sale or similar plan, any dividend reinvestment planother distribution of Company Shares or securities convertible into, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into exercisable or exchangeable or exercisable for such securities) which are or may be purchased from the for, Company at any time after the date of this Agreement Shares (other than offerings in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a registered offeringmerger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) during the ten (10) days prior to agree not to effect any sale or distribution of any such securities during such period (except as part the pricing date of such Underwritten Offeringunderwritten public offering and until the earliest of (A) sixty (60) days from the pricing date of such underwritten public offering; provided, that if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any the managing underwriter reflecting or underwriters, in its or their reasonable judgment, advises the terms Shareholder that a period of sixty (60) days from the pricing date is too short, this Section 6sixty (60) day period may be extended by the Shareholder 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.

Holdback Agreement. (a) Each In consideration for the Company 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 pursuant to such offering) any salepublic sale or distribution of Registrable Securities, transferincluding, but not limited to, any sale pursuant to Rule 144, or other actual make any short sale of, grant any option for the purchase of, or pecuniary transfer (including heading and similar arrangements) otherwise dispose of any Registrable Securities or of Securities, any other equity securities of the Company, Company or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any equity securities of the Company, in each case without the officersprior written consent of such underwriters and subject to customary exceptions, directors during the Holdback Period; provided that nothing herein will prevent (i) any Holder that is a partnership or any other affiliate of the Company or any other stockholder of the Company on whom corporation from making a restriction transfer to an Affiliate that is imposed or otherwise in compliance with whom the Company has granted registration rights for any of its equity securities; and 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 not be apply to the other Holders as well, pro rata based upon the number of shares subject to the foregoing restrictions such obligations. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if and to the extent that requested by the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided furtherunderwriter or underwriters, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has will not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its any common equity securities (or any securities convertible into or exchangeable or exercisable for such securitiescommon equity) during the seven (7other than a registration statement (i) days prior to and during the ninety on Form X-0, Xxxx X-0 or any successor forms thereto or (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or ii) filed solely in connection with an exchange offer or any employee benefit or similar plan, any dividend reinvestment plan) for its own account, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from during the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6Holdback Period.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from If the Company at any time shall register Shares under the Securities Act in an Underwritten Offering after the date IPO, the Shareholders shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of this Agreement any Registrable Shares (other than those Registrable Shares included in such Registration pursuant to Sections 2, 3 or 4 hereof) without the prior written consent of the managing underwriters of such offering for a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except the “Restricted Period”) as part shall be determined by the managing underwriters, 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; provided, however, that the foregoing restrictions shall not apply with respect to any Shareholder, (a) in the event the managing underwriters in such offering shall agree, any shares of the capital stock of the Company 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 result of the underwriter cutback provisions of Section 2 and 4, such Shareholder was either excluded from the registration entirely or was only permitted to include in such registration less than 25% of the Registrable Shares, requested by such Shareholder to be included therein. Notwithstanding the foregoing, Section 5 shall only be applicable to the Shareholders if also applicable to all officers, directors and selling shareholders of the Company and the Company with respect to all Primary Shares, Registrable Shares and Other Shares, as applicable. Neither the Company nor the underwriters in respect of such Underwritten OfferingOffering shall grant any discretionary waiver or termination of the restrictions of any or all of such agreements unless such waiver or termination shall apply, if otherwise permitted). Each Holder agrees on a pro rata basis, to enter into any agreements reasonably requested the Shares held by any managing underwriter reflecting the terms of this Section 6Shareholders.

Holdback Agreement. (a) Each Holder agrees not to effect If (x) the Corporation shall file a Registration Statement (other than a registration statement (i) on Form S-8 or any salesuccessor form thereto, transfer, (ii) filed solely in connection with a dividend reinvestment plan or other actual employee benefit plan covering officers or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities directors of the Company, Corporation or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition, exchange offer or similar corporate transaction) with respect to an underwritten offering of Shares or similar securities or securities convertible into into, or exchangeable or exercisable for for, such stock securities and (y) with reasonable prior notice, the managing underwriter or securitiesunderwriters advise the Corporation in writing (in which case the Corporation shall notify the Holders with a copy of such underwriter’s notice) that a public sale or distribution of Registrable Shares would materially adversely affect such offering, then, each Holder shall, to the extent not inconsistent with applicable law and unless such managing underwriter or underwriters otherwise agree, refrain from, directly or indirectly, effecting any public sale, distribution or short sale of any Registrable Shares (except as part of such underwritten offering) during the period beginning seven (7) ten days prior toto the effective date of such Registration Statement and continuing until the earliest of (A) the abandonment of such offering, (B) such period of time as is sufficient and ending ninety (90) days after (or for such shorter period as to which appropriate in the opinion of the managing underwriter(s) may agree), underwriter or underwriters in order to complete the sale and distribution of securities included in such registration (but in no event in excess of 90 days following the effective date of any offering) and (C) the underwriting agreement termination in whole or in part of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed any “hold back” period obtained by the underwriter or underwriters on any of in such offering from the CompanyCorporation in connection therewith (each such period, the officersa “Hold Back Period”); provided, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) that the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions contained in this Section 6(a4(a) shall apply unless each officer and director of the Corporation (regardless of the number of Shares 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 a Holder if be bound by such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and restrictions. (b) If (x) the Company agrees not 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 a dividend reinvestment plan or 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 similar corporate transaction) with respect to effect any an underwritten offering of Shares or similar securities or securities convertible into, or exchangeable or exercisable for, such securities and (y) with reasonable prior notice, the managing underwriter or underwriters advise the Corporation in writing (in which case the Corporation shall notify the Holders with a copy of such underwriter’s notice) that a public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for of the Corporation would materially adversely affect such securities) during offering, then, the seven (7) days prior Corporation shall, to the extent not inconsistent with applicable law and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for unless such shorter period as to which the managing underwriter or underwriters may otherwise agree), except as part refrain from, directly or indirectly, effecting any public sale, distribution or short sale of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from of the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period Corporation (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting underwritten offering) during the terms of this Section 6applicable Hold Back Period.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety sixty (9060) days after (or for such shorter period as to which the managing underwriter(s) may agree), subject to written notice thereof having been given by the Company to each such Holder prior to the beginning of any such period, the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in and (iii) this Section 6(a) shall not apply more than once in any twelve (12) consecutive month period with respect to a Holder if such Holder has provided an Opt-Out Notice any Underwritten Offerings in which the Holders are not permitted to participate to the Company extent of their pro rata holdings of Registrable Securities, so long as such Holders did not reduce or eliminate their participation in accordance with Section 2(c)(ii) prior to receiving notice of any such Underwritten Offering and has not revoked such Opt-Out Notice; and Offerings through their own voluntary decision. Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6. (b) the The Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety sixty (90)-day 60)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.

Holdback Agreement. (a) Each Holder agrees not to effect In connection with any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree)Demand Offering, the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale of any shares of Class A Common Stock or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) Class A Common Stock Equivalents during the seven ten (710) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (Business Days, or for such shorter period beginning with delivery of a Demand Notice or Company Notice, as applicable, prior to which the anticipated date such Public Offering is expected to be launched (the “Launch Date”) and during such time period after the pricing of such Demand Offering (not to exceed 90 days or sixty (60) days after the first Demand Offering) as the Company and the managing underwriter or underwriters may agree), in each case except as part of such Demand Offering, pursuant to an Excluded Registration or in as otherwise agreed between the Company and the managing underwriter for such Demand Offering. (b) In connection with any employee benefit or similar planDemand Offering, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (Non-Private Equity Offering or any securities convertible into Company Primary Offering, each Holder that participates in such Public Offering (including pursuant to Standing Instructions), shall not effect (subject to any exceptions the managing underwriter may agree) any public sale or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale private offer or distribution of any shares of Class A Common Stock or Class A Common Stock Equivalents during the ten (10) Business Days, or such securities shorter period beginning with delivery of a Demand Notice, Company Notice or Piggyback Notice, as applicable, or a notice by the Company to the Informed Holders or Standing Instructions Holders informing them of such Public Offering, prior to the anticipated Launch Date for any Public Offering and during such time period after the pricing of such Public Offering (not to exceed ninety (90) days (or sixty (60) days after the first Demand Offering)) (except as part of such Underwritten Public Offering, if otherwise permitted) as the managing underwriter may agree (the “Lockup Period”). Each Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing underwriter for any Public Offering pursuant to this Agreement; provided, that nothing herein will prevent any Holder that is a limited liability company, partnership or corporation from making a distribution of shares of Class A Common Stock or Class A Common Stock Equivalents to the members, partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.5 (subject to any exceptions the managing underwriter may agree). Each such Holder agrees to enter into execute a lock-up agreement in favor of the underwriters to such effect and, in any agreements reasonably requested by event, that the underwriters in any managing underwriter reflecting the terms relevant Public Offering shall be third-party beneficiaries of this Section 62.5. (c) Any discretionary waiver or termination of the requirements under the foregoing provisions made by the managing underwriter shall apply to each Holder on a pro rata basis in accordance with the number of Registrable Shares owned by each such Holder. (d) The obligations of any person under this Section 2.5 are not in limitation of holdback or transfer restrictions that may otherwise apply by virtue of any other agreement or undertaking.

Holdback Agreement. (a) Each Holder agrees 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 to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities include the effectiveness of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during Shelf Registration Statement in the period beginning seven (7absence of an underwritten Takedown) days prior to, and ending ninety (90) days after (or for such shorter period as with respect to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of complied with its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions obligations hereunder, each Holder agrees, if and to the extent that (i) requested by the managing underwriter(sunderwriter of such underwritten offering and (ii) agree all of the Company’s directors execute agreements identical to waive those referred to in this Section 6, that it shall not during the restriction set forth period beginning on, and ending one hundred eighty (180) days (subject to one extension of no more than 17 days if required by the underwriters 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, the effective date of the registration statement filed in connection with such Registration (the “Holdback Period”), except for Registrable Securities included in such underwriting 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 any of its Common Stock or (ii) enter into any swap or other agreement for that transfers, in whole or in part, any of the Persons set forth 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 beginning of the Holdback Period. No Holder subject to this Section 6 (or 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 from their obligations under Section 6(a). In the event of any such release the Company shall notify the Holders of any such release within three (3) business days after such release. If requested by the managing 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 immediately preceding clause sentence. (i); provided furtherb) In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other Person subject to the foregoing restriction) until the end of such period. (c) Each Holder agrees that none a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities such holder (and the shares or securities of every other Person subject to the restrictions restriction contained in this Section 6(a6): THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS (OR LONGER, IF EXTENDED) shall apply AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. (d) In the case of an underwritten offering of Registrable Securities pursuant to a Holder Section 3(a) or Section 3(b) or an underwritten Takedown pursuant to Section 3(c), the Company agrees, if such Holder has provided an Opt-Out Notice and to the Company in accordance with Section 2(c)(ii) prior to receiving notice extent requested by the managing underwriter of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees underwritten offering, not to effect (or Register for sale) any public sale or distribution of its equity securities any shares of Common Stock for the Company’s own account during the period beginning on, and ending one hundred eighty (180) days (subject to one extension of no more than 17 days if required by the underwriters in connection with FINRA Rule 2711(f)(4) or any similar or successor provision) (or any securities convertible into or exchangeable or exercisable for such securitiesshorter period as may be permitted by such managing underwriter) during the seven (7) days prior to and during the ninety (90)-day period beginning on after, the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or registration statement filed in connection with any employee benefit or similar plansuch Registration, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder except for securities of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after to be offered for the date of this Agreement (other than Company’s account in such underwritten offering. If requested by the managing underwriter, the Company shall enter into a registered offering) to agree not to lock-up agreement with the applicable underwriters that is consistent with the agreement in the preceding sentence. Notwithstanding the foregoing, the Company may effect any a public sale or distribution of Common Stock and other securities for the Company’s own account during the period described above (i) pursuant to Registrations on Forms S-4 or S-8 or any such securities during such period successor registration forms or (except ii) as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees any Registration of securities for offering and sale to enter into employees or directors of the Company pursuant to any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6stock plan or other benefit plan arrangement.

Holdback Agreement. If the Company previously shall have received a request for registration pursuant to Section 2 hereof or any Holder shall have requested to have such Holder's Registrable Shares registered pursuant to Section 3 hereof, and if such previous registration shall not have been withdrawn or abandoned, the Company agrees (aA) Each Holder agrees not to effect any sale, transfer, public sale or other actual or pecuniary transfer (including heading and similar arrangements) distribution of any Registrable Securities or of any other its equity securities of the Companysecurities, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the seven days prior to and during the 180-day period beginning on the effective date of such previous registration, and (B) to use its best efforts to cause each officer and director of the Company or any of its subsidiaries and each other holder of 5% or more of its equity securities (or any securities convertible into or exchangeable for such securities), on a fully diluted basis purchased from the Company at any time (other than in a registered public offering), to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such registration, if otherwise permitted), unless the Holders of a majority of the Registrable Shares to be registered in such registration agree. Additionally, each Holder of Registrable Securities agrees, if so required by the managing underwriter of the public offering, not to effect any public sale or distribution of securities of the Company of the same class as the securities included in such registration statement, during the seven (7) days prior to, to the date on which any underwritten registration pursuant to Section 2 or 3 has become effective and ending the ninety (90) days after (or for such shorter longer period as shall have been agreed to which the managing underwriter(s) may agree), the date by all of the underwriting agreement holders of each Underwritten Offering made pursuant to a Registration Statement securities included in such registration statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and of Registrable Securities) thereafter, except as part of such underwritten registration or to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided is prohibited by applicable law from agreeing to withhold Registrable Securities from sale or is acting in its capacity as a fiduciary or an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the investment adviser. The Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for any of such securities) securities during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of 90) days after any underwritten Demand Registration (registration pursuant to Section 2 or for such shorter period as to which the managing underwriter or underwriters may agree)3 has become effective, except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6underwritten registration.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed If so requested by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or Underwriters' Representative in connection with any employee benefit an offering of securities covered by a registration statement filed by DSW, whether or similar plannot Registrable Securities of the Holders are included therein, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to Holder shall agree not to effect any sale or distribution of the Shares, including any sale under Rule 144, without the prior written consent of the Underwriters' Representative (otherwise than through the registered public offering then being made), within seven (7) days prior to or ninety (90) days (or such securities during such lesser period as the Underwriters' Representative may permit) after the Effective Date of the registration statement (except as part or the commencement of the offering to the public of such Underwritten Offering, if otherwise permittedRegistrable Securities in the case of Rule 415 Offerings). Each The Holders shall not be subject to the restrictions set forth in this Section 4.11 for longer than ninety-seven (97) days during any 12-month period and a Holder agrees shall no longer be subject to enter into any agreements reasonably such restrictions at such time as such Holder shall own less than 10% of the then-outstanding Registrable Securities on a fully-diluted basis. (b) If so requested by the Underwriters' Representative in connection with an offering of any managing underwriter reflecting Registrable Securities, DSW shall agree not to effect any sale or distribution of DSW Capital Stock, without the terms prior written consent of the Underwriters' Representative (otherwise than through the registered public offering then being made or in connection with any acquisition or business combination transaction and other than in connection with stock options and employee benefit plans and compensation), within seven (7) days prior to or ninety (90) days (or such lesser period as the Underwriters' Representative may permit) after the Effective Date of the registration statement (or the commencement of the offering to the public of such Registrable Securities in the case of Rule 415 Offerings) and shall use its best efforts to obtain and enforce similar agreements from any other Persons if requested by the Underwriters' Representative; PROVIDED that DSW or such Persons shall not be subject to the restrictions set forth in this Section 64.11 for longer than ninety-seven (97) days during any twelve (12) month period. (c) Notwithstanding anything else in this Section 4.11 to the contrary, no Holder shall be precluded from distributing to any or all of its stockholders any or all of the Registrable Securities.

Holdback Agreement. (a) Each 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 not agrees, if and to effect any sale, transfer, or other actual or pecuniary transfer the extent (including heading i) requested by the managing underwriter of such underwritten offering and similar arrangements(ii) of any Registrable Securities or of any other equity securities all of the Company’s named executive officers and directors execute agreements identical to those referred to in this Section 2.6, or any securities convertible into or exchangeable or exercisable for such stock or securities, that it shall not during the period beginning seven (7) days prior toon, and ending ninety (90) days after (subject to one extension of no more than 17 days if required by the underwriters in connection with FINRA Rule 2711(f)(4) or any similar or successor provision) (or for such shorter period as to which the may be permitted by such managing underwriter(sunderwriter) may agree)after, the effective date of the underwriting agreement of each Underwritten Offering made pursuant to a registration statement filed in connection with such Registration Statement other than (the “Holdback Period”), except for Registrable Securities sold pursuant to included in such Underwritten Offeringregistration or as otherwise agreed between such Holder and such managing underwriter, provided that (i) notwithstanding the foregoinglend, the duration 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 the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (Common Stock or any securities convertible into or exercisable or exchangeable or exercisable for Common Stock held immediately prior to the effectiveness of the Registration Statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of 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) during the seven (7) days , 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 and during the ninety (90)-day period beginning on of the effective date of any underwritten Demand Registration (or for such shorter period as to which Holdback Period unless the managing underwriter or underwriters may agree), except as part Holder of such Demand Registration or Registrable Securities had proposed to sell Registrable Securities in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and the offering. No Holder subject to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (this Section 2.6 or any securities convertible 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 exchangeable or exercisable for such securities) which contemplated by this Section 2.6 unless all Holders are or may be purchased also released from their obligations under Section 2.6. In the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution event of any such release the Company shall notify the Holders of any such release within three (3) business days after such release. If requested by the managing 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. (b) In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities during such period (except as part of every other Person subject to the foregoing restriction) to the extent transfers are so restricted, until the end of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6period.

Holdback Agreement. (a) Each Holder agrees not to effect If requested by the managing underwriters of an Underwritten Offering (including the IPO), neither the Eligible Holders nor the Company shall offer for sale (including by short sale), grant any sale, transferoption for the purchase of, or other actual or pecuniary otherwise transfer (including heading and similar arrangements) 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 Common Stock or otherwise), any Registrable Securities or of any other equity securities (or interests therein) in the Company without the prior written consent of the CompanyCompany for a period designated by the Company in writing to the Eligible Holders, or any securities convertible into or exchangeable or exercisable for such stock or securitieswhich shall begin (i) in the case of the IPO, during on the period beginning seven date the Company first files a prospectus that includes a price range in respect of the IPO, (7ii) days prior toin the case of a Takedown Demand, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), earlier of the date of the underwriting agreement and the commencement of marketing efforts or (iii) for any other offering, 7 days before the effective date of the registration statement, and shall not last longer than 180 days following such effective date for the IPO and ninety (90) days following such effective date for any offering thereafter, subject, in each case, to reasonable extension as determined by the Company to the 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 made pursuant to a Registration Statement other than Registrable Securities sold pursuant to hereunder (disregarding the effect of any underwriter cutbacks imposed on such Equity Holder) and (y) in the case of an Overnight Underwritten Takedown Offering, provided that (i) notwithstanding no Holdback Period shall apply to the TCV Group if no member of the TCV Group is participating in such Overnight Underwritten Takedown Offering. Notwithstanding the foregoing, the duration Company may effect a public sale or distribution of securities of the foregoing restrictions shall be no longer than type described above and during the duration 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 shortest restriction generally imposed Company and its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement. If requested by the underwriters on managing underwriter of any such offering and subject to the approval of the Company, the officers, directors or any other affiliate of Company and the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Eligible Holders shall not be 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 restrictions restriction until the end of the Holdback Period. Notwithstanding the foregoing, if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit such offering waive all or similar planany portion of the Holdback Period with respect to any Eligible Holders, any dividend reinvestment planthe Company, the Requesting Equity Holders or a business acquisition or combination and to the Initiating Equity Holders, as applicable, will use all reasonable best efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from managing underwriters to apply the Company at any time after the date of this Agreement (same waiver to all other than in a registered offering) to agree not to effect any sale or distribution Eligible Holders. The obligations of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of person under this Section 64 are not in limitation of holdback or transfer restrictions that may otherwise apply by virtue of any other agreement or undertaking.

Holdback Agreement. (ai) Each Holder To the extent reasonably requested by the managing underwriter, each of the Holders agrees not to effect any sale, transfer, public sale or other actual or pecuniary transfer distribution (including heading and similar arrangementspursuant to Rule 144 promulgated under the Securities Act) of any Registrable Securities Common Shares or Common Share Equivalents during the seven days prior to and the 180-day period beginning on the effective date of any other underwritten registration (except as part of such underwritten registration), unless (A) the underwriters managing the registered public offering otherwise agree, (B) the registration is pursuant to a registration on Form S-4 or Form S-8, (C) the managing underwriter determines not to proceed with the offering or (D) the Company withdraws the related registration statement. (ii) The Company agrees (A) not to effect any public sale or distribution of its equity securities of the Companysecurities, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the seven days prior to and during the 180-day period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which on the managing underwriter(s) may agree), the effective date of the underwriting agreement any underwritten registration (except as part of each Underwritten Offering made such underwritten registration or pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offeringregistration on Form S-4 or Form S-8), provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by unless the underwriters on any of managing the Companyregistered public offering otherwise agree, the officers, directors or any other affiliate and (B) to use its best efforts to cause each officer and director of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; subsidiaries, each holder of Registrable Shares and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any each other holder of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale 5% or distribution more of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be basis purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such Underwritten Offeringunderwritten registration, if otherwise permitted). Each Holder agrees , unless the underwriters managing the registered public offering otherwise agree. (iii) Notwithstanding anything herein to enter into the contrary, the Company shall not be required to file a registration statement fewer than 180 days after filing any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6other registration statement other than a registration statement on Form S-4 or Form S-8.

Holdback Agreement. (a) Each If any registration pursuant to this Article III shall be in connection with an underwritten public offering of Registrable Securities, each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities more than 5% of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during Total Voting Power of Instinet at the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice time of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company registration or offering agrees not to effect any public sale or distribution distribution, including any sale under Rule 144, of its any equity securities (security of Instinet or any securities security convertible into or exchangeable or exercisable for such securities) during any equity security of Instinet, (otherwise than through the seven (7) registered public offering then being made), within 7 days prior to and during or 90 days (or such lesser period as the ninety (90)-day period beginning on lead or managing underwriters may permit) after the effective date of any underwritten Demand Registration the registration statement (or for such shorter period as the commencement of the offering to which the managing underwriter or underwriters may agree), except as part public of such Demand Registration Registrable Securities in the case of Rule 415 offerings); provided that each such Holder shall only be bound so long as (i) each Instinet Transferee and (ii) each director and executive officer of Instinet is similarly bound. Instinet hereby also agrees to be subject to the restrictions set forth in the preceding sentence; provided, that, Instinet shall not be so restricted from effecting any public sale or distribution of any security in connection with any merger, acquisition, exchange offer, subscription offer, dividend reinvestment plan or stock option or other executive or employee benefit or similar compensation plan. (b) Instinet agrees to require each Instinet Transferee to agree not to effect any public sale or distribution, including any dividend reinvestment plansale under Rule 144, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) any equity security of its equity securities (Instinet or any securities security convertible into or exchangeable or exercisable for any equity security of Instinet (otherwise than through the registered public offering then being made), within 7 days prior to or 90 days (or such securitieslesser period as the lead or managing underwriters may permit) which are or may be purchased from the Company at any time after the effective date of this Agreement the registration statement (other than in a registered offering) or the commencement of the offering to agree not to effect any sale or distribution of any such securities during such period (except as part the public of such Underwritten Offering, if otherwise permitted). Each Holder agrees Registrable Securities in the case of Rule 415 offerings) for any registration pursuant to enter into any agreements reasonably requested by any managing underwriter reflecting the terms this Article III made in connection with an underwritten public offering of this Section 6Registrable Securities.

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) Each Holder agrees for sale to the public in an underwritten offering, no Investor shall sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of, any Registrable Shares (other than those shares of Common Stock included in such registration pursuant to Sections 2, 3 or 4 hereof) without the prior written consent of the Corporation, for a period as shall be determined by the relevant managing underwriters, which period shall not last more than 180 days after the effective date of such Registration Statement. From and after the date hereof, 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 sale, transfer, public sale or other actual or pecuniary transfer (including heading and distribution of securities similar arrangements) of any Registrable Securities or of any other equity securities of the Companyto those being registered, or any securities convertible into or exercisable or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which shall be determined by the Corporation and the managing underwriter(s) may agree)underwriters, 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 date of the underwriting agreement of each Underwritten Offering made pursuant Corporation shall, as expeditiously as practicable: use commercially reasonable efforts to cause a Registration Statement that registers such Registrable Shares to become and remain effective for a period of 180 days or until all of such Registrable Shares have been disposed of (if 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") 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 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 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 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 provisions of the Securities Act with respect to the sale or other than disposition of such Registrable Shares; promptly notify Counsel in writing (i) of the 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 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 sold 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 Underwritten OfferingRegistration Statement and any attorney, provided that 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) notwithstanding the foregoingdisclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject 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 made generally available to the foregoing restrictions if 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 extent that Corporation and allow the managing underwriter(s) agree Corporation, at the Corporation's expense, to waive the restriction set forth in such underwriting agreement for any undertake appropriate action to prevent disclosure of the Persons set forth Information deemed confidential; if required by the underwriters, use commercially reasonable efforts to obtain from its independent certified public accountants "cold comfort" letters in the immediately preceding clause (i); provided further, that none customary form and at customary times and covering matters of the restrictions 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 this Section 6(acustomary form; provide a transfer agent and registrar (which may be the same entity and which may be the Corporation) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior Registrable Shares; issue to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as underwriter to which the managing underwriter or underwriters may agree), except as part holders of such Demand Registration or Registrable Shares may sell shares in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to such offering certificates evidencing such Registrable Shares; use all commercially reasonable efforts to cause each 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 at least five percent (5%) (on a fully diluted basis) the Registrable Shares upon receipt of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased notice from the Company at Corporation of any time after event of the date kind described in Section 6(h) hereof, shall forthwith discontinue disposition of this Agreement (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 a registered offering) to agree not to effect any sale or distribution such holder's possession, of any the prospectus covering such securities during such period (except as part Registrable Shares at the time of receipt of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6notice.

Holdback Agreement. (a) Each Holder agrees not to effect For so long as Parent and any saleother Investor, transferindividually or together, holds or other actual or pecuniary transfer Beneficially Owns at least five percent (including heading and similar arrangements5%) of the issued and outstanding Company Common Stock on an as-converted basis, each Investor agrees that in connection with any registered underwritten offering of Company Common Stock, and upon request from the managing underwriter(s) for such offering, such Investor shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three (3) days prior to and ninety (90) days after the launch of such offering), Transfer any Registrable Securities. The foregoing provisions of this Section 1.6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 1.1, 1.2 or 1.5 of any other equity securities of this Agreement and shall be applicable to the Investors only if, for so long as and to the extent that the Company, the directors and executive officers of the Company and each selling stockholder included in such offering are subject to the same restrictions. Each Investor agrees to execute and deliver such customary agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 1.6(a) and are necessary to give further effect thereto; provided, that the terms of such agreements shall not be more restrictive than the restrictions to which the directors and executive officers of the Company are subject. (b) To the extent requested by the managing underwriter(s) for the applicable offering, the Company and its directors and executive officers shall not effect any sale registered under the Securities Act or any securities convertible into or exchangeable or exercisable for such stock or securities, other public distribution of Equity Securities during the period beginning seven commencing three (73) days prior to, to and ending ninety (90) days after the launch of an underwritten offering pursuant to Section 1.1, 1.2 or 1.5 of this Agreement, other than a registration (or for such shorter period as to which the managing underwriter(si) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement on Form S-8 (or other than Registrable Securities sold pursuant registration solely relating to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, an offering or sale to employees or directors or any other affiliate of the Company pursuant to any employee stock plan or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and employee benefit arrangement), (ii) the Holders shall not be pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the foregoing restrictions if and to the extent that the managing underwriter(sSecurities Act or any successor rule thereto), (iii) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply pursuant to a Holder if such Holder has provided an Opt-Out Notice to registration in which the Company in accordance with Section 2(c)(iiis offering to exchange its own securities for other securities or (iv) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit dividend or distribution reinvestment or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven Company and each Holder (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided a Holder that (i1) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate is not an employee of the Company or any of its Subsidiaries and (2) for an offering other stockholder 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) such period following the effective 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 on whom a restriction is imposed filed in connection with the IPO as may be requested by the underwriter or with whom the Company has granted registration rights for any underwriters of its equity securities; and such underwritten offering, (ii) the Holders with respect to underwritten offerings (other than Non-Marketed Underwritten Shelf Take-Downs) only, such period (which period shall not be in no event exceed 90 days, subject to the foregoing restrictions if and any applicable “booster shot” extensions to the extent that required under the managing underwriter(sapplicable regulations of FINRA) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on following the effective date of any underwritten Demand Registration a registration statement of the Company filed under the Securities Act subsequent to the IPO (or or, if later in the case of a Marketed Underwritten Shelf Take-Down, the date the underwriting agreement for such shorter period Marketed Underwritten Shelf Take-Down is entered into) as to which may be requested by the managing underwriter or underwriters may agree), except as part of such Demand Registration 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 in connection with 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 employee benefit underwriter, offer, sell, contract to sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or similar plan, any dividend reinvestment planright to purchase of, or a business acquisition otherwise transfer or combination and dispose of (other than to use all reasonable efforts donees who agree to cause each holder of at least five percent (5%be similarly bound) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company Registrable Securities held by it at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (which prohibition precludes such Holder and its Affiliates from engaging in any hedging transaction with respect to Registrable Securities), except as part Registrable Securities included in such registration; provided, that with respect to restrictions imposed pursuant to clause (iii) above, in 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 extent required under the applicable regulations of such Underwritten Offering, if otherwise permittedFINRA ). Each Holder agrees that it shall deliver to enter into the underwriter or underwriters of any agreements reasonably requested by any managing underwriter offering to which clause (i), (ii) or (iii) is applicable a customary agreement reflecting its agreement set forth in this Section 2.12.(1) For the terms 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 Shelf Take-Down Piggyback Election is made. For the avoidance of doubt, for the purposes of this Section 62.12, a Management Vehicle shall be deemed to be an employee of the Company.

Holdback Agreement. (a) Each 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 in the absence of an underwritten Takedown) with respect to which the Company has complied with its obligations hereunder, each Holder agrees not agrees, if and to effect any sale, transfer, or other actual or pecuniary transfer the extent (including heading i) requested by the managing underwriter of such underwritten offering and similar arrangements(ii) of any Registrable Securities or of any other equity securities all of the Company’s executive officers and directors execute agreements identical to those referred to in this Section 6, or any securities convertible into or exchangeable or exercisable for such stock or securities, that it shall not during the period beginning seven (7) days prior toon, and ending ninety (90) days after (subject to one extension of no more than 17 days if required by the underwriters in connection with FINRA Rule 2711(f)(4) or any similar or successor provision) (or for such shorter period as to which the may be permitted by such managing underwriter(sunderwriter) may agree)after, the effective date of the underwriting agreement of each Underwritten Offering made pursuant to a registration statement filed in connection with such Registration Statement other than (the “Holdback Period”), except for Registrable Securities sold pursuant to included in such Underwritten OfferingRegistration, provided that (i) notwithstanding 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 foregoing, the duration effectiveness of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Registration Statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of 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 officers, directors hedging of such shares. No Holder subject to this Section 6 (or any other affiliate 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 other stockholder of such release the Company on whom shall notify the Holders of any such release within three (3) business days after such release. If requested by the managing 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 restriction lock-up agreement with the applicable underwriters that is imposed or consistent with whom the agreement in the preceding sentence. (b) In order to enforce the foregoing covenant, the Company has granted registration rights for any may impose stop transfer instructions with respect to the Registrable Securities of its equity securities; each Holder (and (ii) the Holders shall not be shares or securities of every other Person subject to the foregoing restrictions restriction) until the end of such period. (c) Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of such Holder (and the shares or securities of every other Person subject to the restriction contained in this Section 6): THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO A LOCK-UP PERIOD OF UP TO 90 DAYS (OR LONGER, IF EXTENDED) AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. (d) In the case of an underwritten offering of Registrable Securities pursuant to Section 3(a) or Section 3(b) or an underwritten Takedown pursuant to Section 3(c), the Company agrees, if and to the extent that requested by the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice underwriter of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees underwritten offering, not to effect (or Register for sale) any public sale or distribution of its equity securities any shares of Class A Common Stock for the Company’s own account during the period beginning on, and ending ninety (90) days (subject to one extension of no more than 17 days if required by the underwriters in connection with FINRA Rule 2711(f)(4) or any similar or successor provision) (or any securities convertible into or exchangeable or exercisable for such securitiesshorter period as may be permitted by such managing underwriter) during the seven (7) days prior to and during the ninety (90)-day period beginning on after, the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or registration statement filed in connection with any employee benefit or similar plansuch Registration, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder except for securities of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after to be offered for the date of this Agreement (other than Company’s account in such underwritten offering. If requested by the managing underwriter, the Company shall enter into a registered offering) to agree not to lock-up agreement with the applicable underwriters that is consistent with the agreement in the preceding sentence. Notwithstanding the foregoing, the Company may effect any a public sale or distribution of Class A Common Stock and other securities for the Company’s own account during the period described above (i) pursuant to Registrations on Forms S-4 or S-8 or any such securities during such period successor registration forms or (except ii) as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees any Registration of securities for offering and sale to enter into employees or directors of the Company pursuant to any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6stock plan or other benefit plan arrangement.

Holdback Agreement. (a) Each Holder Black Canyon Entity agrees that, if requested in writing in connection with an underwritten offering subsequent to the Company’s initial public offering made pursuant to a registration statement for which such Black Canyon Entity has registration rights pursuant to this Article II by the managing underwriter or underwriters of such underwritten offering, such Black Canyon Entity will not effect any public sale or distribution of any of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during the period beginning seven days prior to, and ending up to 180 days after, the effective date of any such subsequent underwritten registration (the “Follow-On Holdback Period”), except as part of any such underwritten registration (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Black Canyon Entities). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any Black Canyon Entity that holds, together with its Affiliates, less than 1% of the then-outstanding Class A Common Stock. (b) The Company agrees (i) not to effect any sale, transfer, public sale or other actual or pecuniary transfer (including heading and similar arrangements) distribution of any Registrable Securities or of any other its equity securities of the Companysecurities, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day 180-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least five percent (5%) % (on a fully fully-diluted basis) of its equity securities (Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such securities) Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities Class A Common Stock during such period (except as part of such Underwritten Offeringunderwritten offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.

Holdback Agreement. Each of the Holders (aregardless of whether or not such Holder is a selling stockholder in any Fully Marketed Underwritten Offering initiated pursuant to Section 4(a), and, in each case, with respect to the Registrable Shares not included in such Fully Marketed Underwritten Offering) Each Holder and the Company agrees not to, directly or indirectly offer, sell, pledge, contract to effect any sale, transfer, or other actual or pecuniary transfer sell (including heading and similar arrangements) any short sale), grant any option to purchase or otherwise dispose of any Registrable Securities or of any other equity securities of the Company, Company or enter into any hedging transaction relating to any equity securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven sixty (760) days prior to and during the ninety (90)-day period beginning on the effective pricing date of any underwritten Demand Registration (or for such shorter period as Fully Marketed Underwritten Offering initiated pursuant to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%Section 4(a) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if underwritten registration or pursuant to registrations on Form S-8 or S-4 or any successor forms thereto) unless the underwriter managing the offering or the Participating Majority otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting a shorter period; provided that the terms Participating Majority shall be entitled to waive the provisions of this Section 65 with respect to any Holder or Holders; provided, further, however, that if the Participating Majority waives this Section 5 with respect to any Affiliate of any member of the Participating Majority, it shall not unreasonably withhold consent to a waiver of this Section 5 with respect to any other Holder who requests such a waiver. Notwithstanding anything herein to the contrary, the restrictions in this Section 5 do not apply either (i) to the vesting of restricted stock, the issuance by the Company of restricted stock under any Company stock option or stock purchase plan or director compensation plan, the grant of stock options under any Company stock option plan or upon the exercise of stock options issued under any such plan or (ii) to the settlement or closing by a Holder of a transaction, in accordance with its terms, that was established or entered into prior to the commencement of such 60-day period.

Holdback Agreement. (a) Each In consideration for the Company 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 pursuant to such offering) any salepublic sale or distribution of Registrable Securities, transferincluding, but not limited to, any sale pursuant to Rule 144, or other actual make any short sale of, grant any option for the purchase of, or pecuniary transfer (including heading and similar arrangements) otherwise dispose of any Registrable Securities or of Securities, any other equity securities of the Company, Company or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any equity securities of the Company, in each case without the officersprior written consent of such underwriters and subject to customary exceptions, directors during the Holdback Period; provided that nothing herein will prevent (i) any Holder that is a partnership or any other affiliate of the Company or any other stockholder of the Company on whom corporation from making a restriction transfer to an Affiliate that is imposed or otherwise in compliance with whom the Company has granted registration rights for any of its equity securities; and 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 not be apply to the other Holders as well, pro rata based upon the number of shares subject to the foregoing restrictions such obligations. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if and to the extent that requested by the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided furtherunderwriter or underwriters, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has will not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its any common equity securities (or any securities convertible into or exchangeable or exercisable for such securitiescommon equity) during the seven (7other than a registration statement (i) days prior to and during the ninety on Form S‑4, Form S‑8 or any successor forms thereto or (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or ii) filed solely in connection with an exchange offer or any employee benefit or similar plan, any dividend reinvestment plan) for its own account, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from during the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6Holdback Period.

Holdback Agreement. (a) Each If the Company effects any registration in connection with an underwritten public offering of Common Stock pursuant to this Agreement, each Holder agrees 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 effect sell, make any saleshort sale of, transferloan, grant any option for the purchase of, or other actual or pecuniary transfer (otherwise dispose of, including heading and similar arrangements) of any Registrable sale pursuant to Rule 144 under the Securities or of Act, any other 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 such stock or securities, during the period beginning seven Registrable Securities (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant 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 such Underwritten Offeringso agree. Notwithstanding the foregoing, provided that if (i) notwithstanding during the foregoinglast 17 days of a Lock-Up Period, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors Company issues an earnings release or any other affiliate of material news or a material event relating to the Company occurs or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject prior to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in expiration of such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided furtherLock-Up Period, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) announces that it will release earnings results during the seven (7) days prior to and during the ninety (90)-day 16-day period beginning on the effective date last day of any underwritten Demand Registration (the Lock-Up Period, then the restrictions imposed in this paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or for the announcement of the material news or the occurrence of the material event, unless the underwriter waives such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or extension in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6writing.

Holdback Agreement. (a) Each 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 not agrees, if and to effect any sale, transfer, or other actual or pecuniary transfer the extent (including heading i) requested by the managing underwriter of such underwritten offering and similar arrangements(ii) of any Registrable Securities or of any other equity securities all of the Company’s executive officers and directors execute agreements identical to those referred to in this Section 6, or any securities convertible into or exchangeable or exercisable for such stock or securities, that it shall not during the period beginning seven (7) days prior toon, and ending ninety (90) days after (or for such shorter period as to may be permitted by such managing underwriter or such earlier date on which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder Affiliate or executive officer of the Company on whom a restriction is imposed or permitted to sell the Notes) after, the effective date of the registration statement filed in connection with whom such Registration (the Company has granted registration rights “Holdback Period”), except for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth Registrable Securities included in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided furtherRegistration, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of, directly or indirectly, any of the Registrable Securities held immediately prior to the effectiveness of the registration statement for such offering, including any sale pursuant to Rule 144 under the Securities Act; provided that such restrictions shall not apply to (v) 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 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, (x) the transfer of Registrable Securities to any beneficiary of a Holder pursuant to a will, other testamentary document or applicable 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 equity securities 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 to a charitable or family trust, provided that the transferee or distributee agrees to be bound in writing by the terms of this Agreement prior to such transfer. No Holder subject to this Section 6 (or any securities convertible 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 exchangeable or exercisable for such securitiescontemplated by this Section 6 unless all Holders are also released (to a similar extent in the case of a partial release) during from their obligations under this Section 6(a). In the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date event of any such release the Company shall notify the Holders of any such release within three (3) business days after such release. If requested by the managing 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. (b) In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the Registrable Securities of each Holder (and the debt securities of every other Person subject to the foregoing restriction) until the end of such period. (c) In the case of an underwritten Demand Registration (offering of Registrable Securities pursuant to Section 3(b) or for such shorter period as Section 3(c) or an underwritten Takedown pursuant to which Section 3(a)(ii), the Company agrees, if and to the extent requested by the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar planunderwritten offering, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect (or Register for sale) any public sale or distribution of any Notes for the Company’s own account during the period beginning on, and ending ninety (90) days (or such shorter period as may be permitted by such managing underwriter) after, the effective date of the registration statement filed in connection with such Registration, except for securities during of the Company to be offered for the Company’s account in such period (except as part of such Underwritten Offeringunderwritten offering. If requested by the managing underwriter, if otherwise permitted). Each Holder agrees to the Company shall enter into any agreements reasonably requested by any managing underwriter reflecting a lock-up agreement with the terms of this Section 6applicable underwriters that is consistent with the agreement in the preceding sentence.

Holdback Agreement. The Company and each 5% Stockholder (a) Each Holder agrees whether or not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any such Registrable Securities are included in a Registration Statement filed pursuant to Section 3.1 or of any other equity securities of the CompanySection 3.2) agree, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven if requested (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (itimely written notice) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the lead or managing underwriter or underwriters on any of the Companyin an underwritten offering, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during of the seven (7) days prior Registrable Securities, including a sale pursuant to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period Rule 144 (except as part of such Underwritten 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 (180) days in the case of the Company’s first Public Offering and ninety (90) days in the case of any other Public Offering, if otherwise permittedexcept to the extent required by FINRA regulations or applicable law). Each Holder agrees to enter into any agreements , as reasonably requested determined by any the lead or managing underwriter reflecting or underwriters in consultation with the terms 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. No waiver of any such restrictions shall be effective with respect to any Stockholder unless such waiver applies uniformly to all such Stockholders. Notwithstanding anything contained in this Section 63.10, all obligations of the Stockholders under this Section 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 who has been granted registration rights by the Company, 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) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which If requested by the managing underwriter(s) may agreeof an Underwritten Offering (including the IPO), neither the Eligible Holders nor the Company shall offer for sale (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 whole or in part, any of the economic benefits or risks of ownership of Common Stock or otherwise), any equity securities (or interests therein) in the Company 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 commencement of marketing efforts or (iii) for any other offering, 7 days before the effective date of the registration statement, and shall not last longer than 180 days following such effective date for the IPO and ninety (90) days following such effective date for any offering thereafter, subject, in each case, to reasonable extension as determined by the Company to the 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 case of an IPO, no Holdback Period shall apply to any Equity Holder who is not entitled to participate in an Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to hereunder (disregarding the effect of any underwriter cutbacks imposed on such Underwritten Offering, provided that (i) notwithstanding Equity Holder). Notwithstanding the foregoing, the duration Company may effect a public sale or distribution of securities of the foregoing restrictions shall be no longer than type described above and during the duration 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 shortest restriction generally imposed Company and its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement. If requested by the underwriters on managing underwriter(s) of any such offering and subject to the approval of the Company, the officers, directors or any other affiliate of Company and the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Eligible Holders shall not 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 restrictions restriction until the end of the Holdback Period. Notwithstanding the foregoing, if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit such offering waive all or similar planany portion of the Holdback Period with respect to any Eligible Holders, any dividend reinvestment planthe Company, the Requesting Equity Holders or a business acquisition or combination and to the Initiating Equity Holders, as applicable, will use all commercially reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offeringmanaging underwriter(s) to agree not apply the same waiver to effect any sale or distribution all other Eligible Holders. The obligations of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of person under this Section 64 are not in limitation of holdback or transfer restrictions that may otherwise apply by virtue of any other agreement or undertaking.

Holdback Agreement. (a) Each Upon the request of the Partnership, by electing to include Registrable Securities in a Registration Statement pursuant to Section 2.1 or Section 2.2, each Holder agrees shall agree not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (of the Partnership of the same or similar class or classes of the securities included in the Registration Statement or any securities convertible into or exchangeable or exercisable for such securities) , including a sale pursuant to Rule 144, during such periods as reasonably requested (but in no event for a period longer than 45 days following the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (the applicable Prospectus; provided that each of the executive officers and directors of the Partnership that hold Common Units or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securitiesCommon Units are subject to the same restriction for the entire time period required of the Holders hereunder) which are or may be purchased from by the Company at any time after representatives of the date of this Agreement underwriters, if an underwritten offering by the Partnership (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such “Partnership Underwritten Offering”); provided further, for the avoidance of doubt, that such restrictions shall only apply to a Holder if otherwise permitted)such Hxxxxx has elected to sell and actually sells Registrable Securities in such a Partnership Underwritten Offering. Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms The provisions of this Section 62.3 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 (a) any transfer of Registrable Securities by a Holder to (i) any stockholder, member, managing member, general or limited partner of any Holder, (ii) any investment fund managed by any of such persons or (iii) any other Affiliate of any Holder, so long as such transfer is not for value and any such person agrees to and remains to be bound hereby, (b) the entry by any Holder of a bona fide pledge of any Registrable Securities (and any foreclosure on any such pledge) and (c) any hedging transaction with respect to an index or basket of securities where the equity securities of the Partnership constitute a de minimis amount.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) If so requested by the Underwriters' Representative in connection with an offering of any Registrable Securities or shares of any other equity securities of Common Stock covered by a registration statement filed by the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to Holders participating in such Underwritten Offering, provided that (i) notwithstanding and all other Holders who are Affiliates of Central at the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice time of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree)Offering, except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to shall agree not to effect any sale or distribution of any such securities during such period (except as part of the Registrable Securities other than pursuant to such Underwritten Offering, including a sale pursuant to Rule 144, without the prior written consent of the Underwriters' Representative (which if otherwise permittedgiven to any such Holder shall be deemed to be given to all such Holders), during the 7-day period 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 SEC or, with respect to the Initial Underwriting, for a longer period of time if so requested by the Underwriters' Representative of the Initial Underwriting (any 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 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). Each A Holder agrees shall no longer be subject to enter into any agreements reasonably such restrictions following such Holder's Termination Date. (b) If so requested by the Underwriters' Representative in connection with an Underwritten Offering of any managing underwriter reflecting Registrable Securities, the terms 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 66 to the contrary, no Holder shall be precluded from distributing to its investors the Registrable Securities as set forth in Section 3(b)(ii).

Holdback Agreement. (a) Each If so requested by the Underwriters’ Representative in connection with an underwritten Public Offering, whether or not Registrable Securities are included therein, each Holder agrees shall agree not to effect any salesales or distributions of Twin Hospitality Capital Stock, transferincluding any sale under Rule 144, without the prior written consent of such Underwriters’ Representative (otherwise than through the underwritten Public Offering then being conducted and subject to customary exceptions), within the 90-day period (or such lesser period as such Underwriters’ Representative may permit) after the Effective Date of such registration statement (or the pricing date in the case of a “take-down” off of an already effective Shelf Registration Statement), subject to customary exclusions agreed to by such Underwriters’ Representative; provided, that, Twin Hospitality shall cause all directors and executive officers of Twin Hospitality, and all other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity Persons with registration rights with respect to the securities of Twin Hospitality (whether or not pursuant to this Agreement) to enter into substantially identical agreements for at least the Companysame period of time (without regard to this proviso), or any securities convertible into or exchangeable or exercisable subject to exceptions for such stock or securitiesgifts, during the period beginning seven (7) days prior topledges, sales pursuant to pre-existing 10b5-1 plans, and ending ninety (90) days after (or for other customary exclusions agreed to by such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Underwriters’ Representative. The Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a8.9(a) shall apply to a Holder if such Holder has provided for longer than an Optaggregate of 120 days during any 12-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and month period. (b) If so requested by the Company agrees Underwriters’ Representative in connection with an Underwritten Offering, Twin Hospitality shall agree not to effect any public sale sales or distribution distributions of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during Twin Hospitality Capital Stock, without the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part written consent of such Demand Registration Underwriters’ Representative (other than through the Underwritten Offering then being conducted or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or business combination transaction, and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) connection with any benefit plans or compensation), within the seven-day period prior to agree not to effect any sale or distribution of any such securities during such and the 60-day period (except or such lesser period as part such Underwriters’ Representative may permit) after the commencement of such Underwritten Offering, and shall use its commercially reasonable efforts to obtain and enforce similar agreements from any other Persons if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of Underwriters’ Representative; provided, that, Twin Hospitality or such Persons shall not be subject to the restrictions set forth in this Section 68.9(b) for longer than an aggregate of 90 days during any 12-month period.

Holdback Agreement. (a) Each Holder agrees not to effect any saleTo the fullest extent permitted by law, transfereach Holder, or other actual or pecuniary transfer (including heading if requested by the Corporation and similar arrangements) the managing underwriter of any Registrable Securities or of any other equity securities of the CompanyCorporation 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 securities convertible into or exchangeable or exercisable shares of Common Stock (other then in connection with such Holder’s registration rights hereunder) for such stock period of time (not to exceed 180 days for the Initial Public Offering and not to exceed 90 days for any other underwritten public offering) following the effective date of a Registration Statement of the Corporation filed under the Securities Act (the “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 securitiesits Affiliates or Permitted Assignees) pursuant to any Conversion; (ii) that such Lock-up Agreement shall also bind the executive officers, during the period beginning seven (7) days prior todirectors, and ending ninety other holders of at least five (905%) days after percent of the outstanding equity interests of the Corporation, on terms and conditions substantially similar to those which shall apply to the Holders; and (or for iii) that such shorter period as to which Lock-up Agreement shall provide that if the managing underwriter(s) may agree), releases from the date lock-up restrictions described in this Section 2.10 any Holder prior to the expiration of the underwriting agreement of each Underwritten Offering made pursuant Lock-up Period with respect to all or a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration percentage of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed Common Stock held by the underwriters on any of the Companysuch Holder, the officers, directors or any that all other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing lock-up shall be released from such lock-up restrictions if and to the same extent that and on the managing underwriter(s) agree same terms and conditions. Notwithstanding anything to waive the restriction contrary in this Section 2.10, none of the provisions or restrictions set forth in such underwriting agreement for Section 2.10 shall in any of the Persons set forth way limit any Initial Member or any 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 similar activities conducted in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution ordinary course of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6business.

Holdback Agreement. In connection with any Underwritten Offering (aother than any Demand Registration or Shelf Takedown hereunder), each Stockholder will enter into a customary lock-up, holdback or similar agreement, if requested by the managing underwriter(s) Each Holder agrees 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 Class A Common Stock, and the Stockholders shall only agree to be subject to such lock-up, holdback or 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 contrary, the Stockholders shall not 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 any bona fide estate, 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 sale, transfer, public sale or other actual or pecuniary transfer (including heading and similar arrangements) distribution of any Registrable Securities Class A Common Stock (or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven therefor) (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that a registration statement (i) notwithstanding the foregoingon Form X-0, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors Xxxx X-0 or any other affiliate of the Company successor forms promulgated for similar purposes or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or filed in connection with any employee benefit or similar plan, any dividend reinvestment plan) for its own account, or a business acquisition or combination during the 10 days prior and to use all reasonable efforts to cause each holder of at least five percent (5%) (the 90-day period beginning on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part pricing of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6offering.

Holdback Agreement. (( a) Each Holder agrees In addition to any other restrictions on transfer of the Registrable Shares contained in this Agreement, if the Company shall at any time register securities under the Securities Act (including, without limitation, any registration relating to a Qualified Public Offering or any registration pursuant to this Section 7) for offer or sale to the public, then the Shareholder shall not to effect make any saleshort sale of, grant an option for the transfer of, or otherwise transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven Shares (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than (i) for the public sale of those Registrable Securities Shares included in and sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors registration in accordance with this Section 7 or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject in a private sale complying with this Agreement to the foregoing restrictions if and a transferee who agrees to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a7.6(a)) shall apply to a Holder if such Holder has provided an Opt-Out Notice to without the prior written consent of the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven reasonable period (7) but in no event longer than 180 days prior to and during the ninety (90)-day period beginning on following the effective date of any the related registration statement) as may be designated in writing to the Shareholder by the Company, or, if the registration shall be, in whole or in part, an underwritten Demand Registration (or for such shorter period as to which offering, by the managing underwriter underwriter; provided, that after the Company's initial public offering, the foregoing provisions of this Section 7.6(a) shall only apply to the Shareholder if he (A) is offering Registrable Shares for sale to the public in connection with such registration or underwriters may agree(B) beneficially owns (as that term is used in Rule 13d-3 promulgated under the Exchange Act) five percent or more of the outstanding shares of Common Stock. ( b) In addition to the restriction contained in Section 7.6(a), except as part of such Demand Registration the Shareholder shall execute any restrictive agreement or "lock-up" agreement that any underwriter engaged by the Company in connection with any employee benefit underwritten public offering shall request; provided, that the restrictive or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent "lock-up" period thereunder is not more than one hundred eighty (5%180) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time days after the effective date of this Agreement (other than in a registered the registration statement for which such restrictive agreement or "lock-up" agreement is sought; provided, further, that, after the Company's initial public offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms foregoing provisions of this Section 67.6(b) shall only apply to the Shareholder if he (A) is offering Registrable Shares for sale to the public in the offering or (B) beneficially owns (as that term is used in Rule 13d-3 promulgated under the Exchange Act) five percent or more of the outstanding shares of Company Common Stock. ( c) The Company may impose stop-transfer instructions with respect to the Registrable Shares until the end of any restrictive period provided for pursuant to this Section 7.6.

Holdback Agreement. In connection with any Underwritten Shelf Takedown or other registered underwritten offering of equity securities by the Company (aa “Company Underwritten Offering”) Each 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 not agrees, with respect to effect the Registrable Securities owned by such Holder, to be bound by any and all restrictions on the sale, transferdisposition, distribution, hedging or other actual or pecuniary transfer (including heading and similar arrangements) 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 of any other equity securities of the Companyregistered underwritten offering), or any securities convertible into or exchangeable or exercisable for such stock or securities, during as are imposed on the Company, without prior written consent from the managing underwriter of such Company Underwritten Offering, for the period beginning seven (7) days prior to, commencing on and ending ninety (90) 90 days after (or for such shorter period as to which the managing underwriter(s) may agree), following the date of the underwriting agreement pricing of each such Company Underwritten Offering made (subject to extension in connection with any earnings release or other release of material information pursuant to a Registration Statement other than Registrable Securities sold pursuant FINRA Rule 2711(f) to such Underwritten Offering, provided that the extent applicable) (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed “Lock-Up Period”). If requested by the underwriters on any managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject ’s underwriters to the foregoing restrictions if and to the extent such effect that the managing underwriter(s) agree to waive the restriction set forth Company’s underwriters in such underwriting agreement for any relevant Company Underwritten Offering shall be third party beneficiaries of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall 2.3. The provisions of this Section 2.3 will no longer apply to a Holder if once such Holder has provided an Opt-Out Notice ceases to hold at least 1% of the Registrable Securities acquired as a result of the transactions contemplated in the Merger Agreement (adjusted appropriately for stock splits, stock dividends, combinations, recapitalizations, consolidations, mergers, reclassifications and the like with respect to the Company Registrable Securities). Notwithstanding anything to the contrary set forth in accordance with this Section 2(c)(ii2.3, (i) prior each Holder may sell or transfer any Registrable Securities to receiving notice any Affiliate of such Underwritten Offering Holder, so long as such Affiliate agrees to be and has not revoked remains bound hereby, (ii) each Holder may enter into a bona fide pledge of any Registrable Securities (and any foreclosure on any such Opt-Out Notice; pledge shall also be permitted), and (biii) any hedging transaction with respect to an index or basket of securities where the equity securities of the Company agrees constitute a de minimis amount shall not be prohibited pursuant to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 62.3.

Holdback Agreement. (a) Each Holder agrees not to effect any saleand each Founder shall not, without the prior written consent of the managing underwriter, sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or other actual enter into any hedging or pecuniary transfer similar transaction with the same economic effect as a sale (including heading and similar arrangementssales pursuant to Rule 144) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed requested by the underwriters on any of underwriter managing the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period ’s IPO beginning on the effective date of any underwritten Demand Registration (or for such shorter period as the registration statement relating to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period Company’s IPO (except as part of such Underwritten Offeringunderwritten registration), if otherwise permitted)up to a maximum of 180 days. Each Holder agrees to enter into any agreements reasonably If requested by any managing underwriter reflecting the terms underwriter, each Holder and each Founder will reaffirm the agreement set forth in this Section 1.4 in a separate writing in a form satisfactory to such underwriter. The Company may impose stop-transfer instructions with respect to such shares of Common Stock subject to the foregoing restriction until the end of said period. The foregoing provisions of this Section 61.4 shall apply only to the Company’s IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, shall not apply to the sale of shares acquired in the IPO (unless such shares are acquired pursuant to a directed share program and the managing underwriter requests that such shares be subject to this Section 1.4), and shall not apply to shares acquired in the open market following the IPO, and shall only be applicable to the Holders and Founders if all officers and directors and greater than one percent (1%) stockholders of the Company agree to substantially the same terms. If any of the obligations described in this Section 1.4 or such substantially similar agreements are waived or terminated with respect to any of the securities of any such Holder, Founder, officer, director or greater than one-percent stockholder (in any such case, the “Released Securities”), the foregoing provisions shall be waived or terminated, as applicable, to the same extent and with respect to the same percentage of securities of each Holder and Founder as the percentage of Released Securities represent with respect to the securities held by the applicable Holder, Founder, officer, director or greater than one-percent stockholder. The underwriters in connection with a registration statement so filed are intended third party beneficiaries of this Section 1.4 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

Holdback Agreement. (a) Each In consideration for the Company 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 enter into a customary “lock-up” agreement not to effect (other than pursuant to such registration) any sale, transfer, public sale or other actual or pecuniary transfer (including heading and similar arrangements) distribution of any Registrable Securities or other Equity Securities owned by such Persons, 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 Equity Securities of the Company, Company or any securities convertible into or exchangeable or exercisable for any Equity Securities of the Company without the prior written consent of such stock underwriters or securitiesthe 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 8(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 period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; applicable Holdback Period and (iiy) the Holders shall not be subject use reasonable best efforts to the foregoing restrictions if cause its directors and executive officers to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting enter into a customary “lock-up” agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (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 securities) underwriters during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which applicable Holdback Period, with customary carve-outs. Should the managing underwriter or underwriters may agree)of any Company underwritten offering, except as part of including a registration pursuant to Section 3, request a longer holdback period, both Holder and the Company agree to negotiate in good faith with such Demand Registration or in connection with any employee benefit or similar planmanaging underwriter to extend their holdback obligations under this section, any dividend reinvestment plan, or a business acquisition or combination and Hxxxxx agrees to use all reasonable best efforts to cause each holder member of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) Holder Affiliated Group to agree not to effect any sale or distribution of comply with any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6agreed upon extension.

Holdback Agreement. (a) Each Holder In the event 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 or the underwriters managing any underwritten offering of the Company’s securities, not to effect sell, make any saleshort sale of, transferloan, grant any option for the purchase of, or other actual or pecuniary transfer (including heading and similar arrangements) otherwise dispose of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven Company (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (ithose included in the registration) notwithstanding without the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate prior written consent of the Company or any other stockholder such underwriters, as the case may be, for such period of time (not to exceed 180 days, subject to the last paragraph of this Section 6) from the effective date of such registration 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 whom a restriction is imposed or with whom fully diluted basis and all executive officers and directors of the Company has granted registration rights for any of its equity securitiesshall 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 Company or the managing underwriter releases any shares from the lock-up with respect to such offering prior to the scheduled expiration date, the Company or 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 each such holder. Notwithstanding the foregoing, in no event shall any such lock-up apply to shares of Common Stock purchased by any Investor in the IPO. For the avoidance of doubt, the foregoing provisions of this Section 6 shall apply only to the Company’s IPO. The underwriters in connection with the 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 may impose stop-transfer instructions with respect to the Registrable Securities and Management Stock of each holder (ii) and the Holders shall not be shares or securities of every other person subject to the foregoing restrictions if and restriction) until the end of such period. Notwithstanding anything to the extent that contrary contained herein, if (i) during the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any last 17 days of the Persons set forth in 180-day restricted period, the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to Company issues an earnings release or material news or a Holder if such Holder has provided an Opt-Out Notice material event relating to the Company in accordance with Section 2(c)(iioccurs; or (ii) prior to receiving notice the expiration of such Underwritten Offering and has not revoked such Optthe 180-Out Notice; and (b) day restricted period, the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) announces that it will release earnings results during the seven (7) days prior to and during the ninety (90)-day 16-day period beginning on the effective date last day of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree)180-day period, except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested restrictions imposed by any managing underwriter reflecting the terms of this Section 66 shall continue to apply until the expiration 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. (a) Each Holder agrees If the Company at any time shall register its securities under the Securities Act for sale to the public pursuant to an underwritten offering (excluding a registration initiated pursuant to Section 4), to the extent the following restrictions are legally permitted, the Shareholders shall not to effect sell publicly, make any saleshort sale of, transfergrant any option for the purchase of, or other actual or pecuniary transfer (including heading and similar arrangements) of otherwise dispose publicly of, any Registrable Securities or of any other equity securities of the Company similar to those being registered (other than securities included in such registration) without the prior written consent of the Company, for a period designated by the Company in writing to the Shareholders, which period shall not begin earlier 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 closing of the sale of securities pursuant to such Registration Statement. The Company shall obtain the agreement of any Person permitted to sell securities in a registration to be bound by and to comply with this Section 5 with respect to such registration as if such Person was a Shareholder hereunder. The restriction contained in this paragraph may be enforced by the entry of stop transfer instructions with the Company's transfer agent. (b) If the Company at any time pursuant to Section 2 of this Agreement shall register under the Securities Act Registrable Shares held by Shareholders for sale to the public pursuant to an underwritten offering, the Company shall not, without the prior written consent of a Majority of Shareholders, effect any public sale or distribution of securities similar to those being registered, or any securities convertible into or exercisable or exchangeable or exercisable for such stock securities (other than issuances pursuant to compensatory plans, issuances made in connection with acquisitions, issuances the Company is obligated to make pursuant to commitments made prior to such holdback period or securitiessecurities included in such registration), during for such period as shall be determined by the managing underwriters, which period beginning seven (7) shall not begin more than 10 days prior to, to the effectiveness of the Registration Statement pursuant to which such public offering shall be made and ending ninety (90) shall not last more than 60 days after (or for such shorter period as to which the managing underwriter(s) may agree), the date closing of the underwriting agreement sale of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold shares pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6Statement.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from If the Company at any time after shall register shares of Common Stock under the date Securities Act pursuant to an Initial Public Offering and the managing underwriter for such registration shall request, the Stockholders shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of this Agreement any Restricted Shares (other than those shares of Common Stock included in such registration) without the prior written consent of the Company for a registered offeringperiod designated by the Company in writing to the Stockholders, which period shall not begin 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 180 days after the effective date of such registration statement; provided that the Stockholders shall be bound by this provision only if, and to the extent, the executive officers of the Company owning Common Stock shall be bound by such a provision. (b) If the Company at any time shall register shares of Common Stock under the Securities Act (including any registration pursuant to agree Sections 2, 3 or 4) for sale to the public after the Initial Public Offering and the managing underwriter for such registration shall request, the Stockholders shall not to effect sell, make any short sale of, grant any option for the purchase of, or distribution otherwise dispose of any Restricted Shares (other than those shares of Common Stock included in such securities during registration) without the prior written consent of the Company for a period designated by the Company in writing to the Stockholders, which period shall not begin more than 10 days prior to the effectiveness of the registration statement pursuant to which such period (except as part public offering shall be made and shall not last more than 90 days after the effective date of such Underwritten Offeringregistration statement; provided that the Stockholders shall be bound by this provision only if, if otherwise permitted). Each Holder agrees and to enter into any agreements reasonably requested the extent, the executive officers of the Company owning Common Stock shall be bound by any managing underwriter reflecting the terms of this Section 6such a provision.

Holdback Agreement. (a) Each Holder The Stockholder and each Investor agrees not to effect that in connection with any saleregistered underwritten offering of shares of Company Common Stock in which such Stockholder or Investor, transferas the case may be, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for participates in such stock or securities, during the period beginning seven (7) days prior tooffering, and ending ninety (90) days after (or for such shorter period as to which upon request from the managing underwriter(s) may agreefor such offering, the Stockholder or such Investor shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the date managing underwriter(s) (which period shall in no event be longer than sixty (60) days after the launch of the underwriting agreement of each Underwritten Offering made such offering), Transfer any Registrable Securities and exercise any rights under this Agreement to sell Registrable Securities pursuant to a Demand Registration Statement other than or Underwritten Shelf Take Down during such period, as well as during the period between the date it receives notice of an underwritten offering of shares of Company Common Stock and the start of such period. The foregoing provisions of this Section 1.6(a) shall not apply to offers or sales of Registrable Securities sold that are included in an offering pursuant to such Underwritten OfferingSection 1.1, provided that (i) notwithstanding the foregoing, the duration 1.2 or 1.5 of the foregoing restrictions this Agreement and shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject applicable to the foregoing restrictions if Stockholder and Investors only if, for so long as and to the extent that the Company, the directors and executive officers of the Company and each selling shareholder included in such offering are subject to the same restrictions. Each Investor agrees to execute and deliver such customary agreements as may reasonably be requested by the managing underwriter(s) agree that are consistent with the foregoing provisions of this Section 1.6(a) and are necessary to waive give further effect thereto; provided, that the restriction set forth in terms of such underwriting agreement for any agreements shall not be more restrictive than the restrictions to which the directors and executive officers of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and are subject. (b) To the extent requested by the managing underwriter(s) for the applicable offering requested by an Investor, the Company agrees shall not, and shall use its commercially reasonable efforts to cause its directors and executive officers to agree not to to, effect any sale registered under the Securities Act or other public sale or distribution of its equity securities Equity Securities during the period ending sixty (60) days after the launch of an underwritten offering pursuant to Section 1.1, 1.2 or 1.5 of this Agreement, other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any securities convertible into employee share plan or exchangeable or exercisable for such securitiesother employee benefit arrangement), (ii) during the seven (7) days prior pursuant to and during the ninety (90)-day period beginning a Registration Statement on the effective date of any underwritten Demand Registration Form S-4 (or for such shorter period as similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) pursuant to a registration in which the managing underwriter Company is offering to exchange its own securities for other securities or underwriters may agree), except as part of such Demand Registration or (iv) in connection with any employee benefit dividend or distribution reinvestment or similar plan. The Company shall agree, any dividend reinvestment plan, or a business acquisition or combination and to shall use all its commercially reasonable efforts to cause each holder of at least five percent (5%its directors and executive officers to agree, to execute and deliver such customary agreements as may reasonably be requested by the managing underwriter(s) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which that are or may be purchased from consistent with the Company at any time after the date foregoing provisions of this Agreement (other than in a registered offeringSection 1.6(b) and are necessary to agree not to give further effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offeringthereto; provided, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting that the terms of this Section 6such agreements shall not be more restrictive than the restrictions to which the Stockholder and Investors are subject.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which If requested by the managing underwriter(s) may agreeof an Underwritten Offering, neither the Eligible Holders nor the Company shall offer for sale (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 whole or in part, any of the economic benefits or risks of ownership of Common Stock or otherwise), any equity securities (or interests therein) in the Company 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 commencement of marketing efforts or (ii) for any other offering, 7 days before the effective date of the registration statement, and shall not last longer than ninety (90) days following such effective date for any offering thereafter, subject, in each case, to reasonable extension as determined by the Company to the 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 made pursuant to a Registration Statement other than Registrable Securities sold pursuant to hereunder (disregarding the effect of any underwriter cutbacks imposed on such Underwritten Offering, provided that (i) notwithstanding Equity Holder). Notwithstanding the foregoing, the duration Company may effect a public sale or distribution of securities of the foregoing restrictions shall be no longer than type described above and during the duration 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 shortest restriction generally imposed Company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement. If requested by the underwriters on managing underwriter(s) of any such offering and subject to the approval of the Company, the officers, directors or any other affiliate of Company and the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Eligible Holders shall not 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 restrictions restriction until the end of the Holdback Period. Notwithstanding the foregoing, if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit such offering waive all or similar planany portion of the Holdback Period with respect to any Eligible Holders, any dividend reinvestment planthe Company, the Requesting Equity Holders or a business acquisition or combination and to the Initiating Equity Holders, as applicable, will use all commercially reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offeringmanaging underwriter(s) to agree not apply the same waiver to effect any sale or distribution all other Eligible Holders. The obligations of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of person under this Section 64 are not in limitation of holdback or transfer restrictions that may otherwise apply by virtue of any other agreement or undertaking.

Holdback Agreement. (a) Each By electing to include Registrable Shares in a Company registration statement pursuant to Section 2.2, the Holder agrees shall be deemed to have agreed not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (of the Company of the same or similar class or classes of the securities included in the Company registration statement or any securities convertible into or exchangeable or exercisable for such securities) , including a sale pursuant to Rule 144, during the seven such periods as reasonably requested (7) but in no event for a period longer than 90 days prior to and during the ninety (90)-day period beginning on following the effective date of any underwritten Demand Registration (such Company registration statement, provided each of the executive officers and directors of the Company that hold shares of Common Stock of the Company or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from shares of Common Stock of the Company at any are subject to the same restriction for the entire time after period required of the date Holders hereunder) by the representatives of this Agreement the underwriters, if an underwritten offering by the Company (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such “Company Underwritten Offering, if otherwise permitted”). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms The provisions of this Section 62.3 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. 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 hereby, (ii) each Holder may enter into a bona fide pledge of any Registrable Securities (and any foreclosure on any such pledge shall also be permitted), and (iii) 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.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed If so requested by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or Underwriters’ Representative in connection with any employee benefit an offering of securities covered by a registration statement filed by Covisint, whether or similar plannot Registrable Securities of the Holders are included therein, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to Holder shall agree not to effect any sale or distribution of Covisint Capital Stock, including any sale under Rule 144, without the prior written consent of the Underwriters’ Representative (otherwise than through the registered public offering then being made), within seven (7) days prior to or ninety (90) days (or such securities during such lesser period as the Underwriters’ Representative may permit) after the Effective Date of the registration statement (except as part or the commencement of the offering to the public of such Underwritten Offering, if otherwise permittedRegistrable Securities in the case of Rule 415 Offerings). Each Holder agrees The Holders shall not be subject to enter into the restrictions set forth in this Section 2.16 for longer than an aggregate of ninety-seven (97) days during any agreements reasonably 12-month period. (b) If so requested by the Underwriters’ Representative in connection with an offering of any managing underwriter reflecting Registrable Securities, Covisint shall agree not to effect any sale or distribution of Covisint Capital Stock, without the terms prior written consent of the Underwriters’ Representative (otherwise than through the registered public offering then being made or in connection with any acquisition or business combination transaction and other than in connection with stock options and employee benefit plans and compensation), within seven (7) days prior to or ninety (90) days (or such lesser period as the Underwriters’ Representative may permit) after the Effective Date of the registration statement (or the commencement of the offering to the public of such Registrable Securities in the case of Rule 415 Offerings) and shall use commercially reasonable efforts to obtain and enforce similar agreements from any other Persons if requested by the Underwriters’ Representative; provided that Covisint or such Persons shall not be subject to the restrictions set forth in this Section 62.16 for longer than an aggregate of ninety-seven (97) days during any twelve (12) month period. (c) Notwithstanding anything else in this Section 2.16 to the contrary, no Holder shall be precluded from distributing to any or all of its stockholders any or all of the Registrable Securities.

Holdback Agreement. (a) Each Holder Subject to Sections 6(f)-(h), in connection with the IPO, each Shareholder agrees that he, she or it shall not to effect sell, make any saleshort sale of, transferloan, grant any option for the purchase of, or other actual or pecuniary transfer otherwise dispose of, any Effective Shares (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant sales or dispositions to such Underwritten Offeringmembers of his, provided that (iher or its Group) notwithstanding without the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate prior written consent of the Company or any other stockholder of (the Company on whom “Lock-up”), for a restriction is imposed or with whom period (the Company has granted registration rights for any of its equity securities; and (ii“Lock-up Period”) the Holders shall beginning not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the more than seven (7) days prior to the Registration Date and during ending on the ninety date which is fifteen (90)-day period 15) months following the Registration Date, except with respect to each Investor Shareholder as in the following amounts and on the following dates (each a “Lock-up Expiration Date”): (i) beginning on the effective date that is two hundred and twenty-five (225) days following the Registration Date, a number of Investor Shares equal to the sum of a Shareholder’s Excluded Shares plus a number of Investor Shares equal to one-third (1/3) of such Shareholder’s Remaining Shares less any Investor Shares that have been sold by such Shareholder pursuant to one or more Follow-On Offerings prior to such Lock-up Expiration Date (which number shall not be less than zero) will no longer be subject to the Lock-up (and, in the case of any underwritten Demand such Remaining Shares that are AAA Company Shares, may be Transferred by the AAA Entities to their respective shareholders subject to Section 7 and any other requirements under applicable law); (ii) beginning on the date that is three hundred and sixty-five (365) days following the Registration Date, a number of Investor Shares equal to one-third (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part 1/3) of such Demand Registration Shareholder’s Remaining Shares less any Investor Shares that have been sold by such Shareholder pursuant to one or more Follow-On Offerings and not applied to reduce the number of Investor Shares released from the Lock-up in connection with any employee benefit or similar planthe immediately preceding Lock-up Expiration Date (which number shall not be less than zero) will no longer be subject to the Lock-up (and, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from in the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution case of any such securities during Remaining Shares that are AAA Company Shares, may be Transferred by the AAA Entities to their respective shareholders subject to Section 7 and any other requirements under applicable law); and (iii) beginning on the date that is four hundred and fifty (450) days following the Registration Date, the remainder of the Remaining Shares of each Shareholder will no longer be subject to the Lock-up (and, in the case of any such period (except as part of such Underwritten OfferingRemaining Shares that are AAA Company Shares, if otherwise permittedmay be Transferred to by the AAA Entities to their respective shareholders subject to Section 7 and any other requirements under applicable law). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.;

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of If so requested by the Company, or any securities convertible into or exchangeable or exercisable Underwriters’ Representative for such offering, (i) in connection with the first offering of shares of common stock or securities, during made by the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made Company pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding registration statement following the foregoing, the duration closing of the foregoing restrictions IPO, each Holder shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit all other offerings of shares of common stock covered by a registration statement filed by the Company (whether or similar plannot Registrable Securities of such Holder are included therein), any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder Holder that holds more than 7.5% of at least five percent (5%) (the outstanding shares of Company Capital Stock on a fully fully-diluted basisbasis shall, in each case of clauses (i) of its equity securities and (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to ii), agree not to effect any sale or distribution of its Shares, including any sale under Rule 144, without the prior written consent of the Underwriters’ Representative (otherwise than through the registered public offering then being made), within two days prior to or 90 days (or such securities during such lesser period as the Underwriters’ Representative may permit) after the Effective Date of the registration statement (except as part or the commencement of the offering to the public of such Underwritten Offering, if otherwise permittedRegistrable Securities in the case of Rule 415 Offerings). Each ; provided that this Section 3.11(a) shall not apply to any Holder agrees to enter into any agreements reasonably that does not hold Registrable Securities. (b) If so requested by the Underwriters’ Representative in connection with an offering of any managing underwriter reflecting Registrable Securities, the terms Company shall agree not to effect any sale or distribution of Equity Securities, without the prior written consent of the Underwriters’ Representative (otherwise than through the registered public offering then being made or in connection with any acquisition or business combination transaction and other than in connection with stock options and employee benefit plans and compensation), within seven days prior to or 90 days (or such lesser period as the Underwriters’ Representative may permit) after the Effective Date of the registration statement (or the commencement of the offering to the public of such Registrable Securities in the case of Rule 415 Offerings) 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 63.11 to the contrary, nothing in this Agreement shall preclude SAP from distributing to any or all of its stockholders any or all of the Registrable Securities.

Holdback Agreement. (a) Each Holder agrees not to effect If (i) during any saleperiod that this Agreement remains in effect, transfer, the REIT shall file a registration statement (other than a Special Registration Statement or other actual IPO Registration Statement) that provides for the offer and sale by the REIT of Common Shares or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities securities or of any other equity securities of the Company, or any securities convertible into into, or exchangeable or exercisable for for, such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders managing underwriter or underwriters appointed by the REIT in respect of an underwritten public offering to be conducted by the REIT pursuant to such registration statement advise the REIT (in which case the REIT promptly shall not be subject notify the Holders) that a public sale or distribution of Registrable Shares would materially adversely impact such offering, and (iii) all of the REIT’s officers and directors execute agreements substantially identical to the foregoing restrictions if and those referred to in this Section 4, then each Holder shall, to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided furthernot inconsistent with applicable law, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect refrain from effecting any public sale or distribution of its equity securities Registrable Shares (or other than any securities convertible into or exchangeable or exercisable for such securitiesshares proposed to be sold pursuant to such registration statement) during the seven (7) five days prior to the pricing of such offering registration statement and during until the ninety earliest of (90)-day period beginning on A) the abandonment of such offering by the REIT, (B) in connection with the REIT’s first completed public offering pursuant to the IPO Registration Statement, 180 days following the effective date of that registration statement used in that offering, (C) in connection with other firm commitment underwritten offerings by the REIT occurring at least 15 months after the date hereof, 45 days following the date of pricing in that offering and (D) the termination in whole or in part of any underwritten Demand Registration (or for such shorter “hold back” period as to which agreed at the managing time of pricing by the underwriter or underwriters may agree), except as part in such offering from the REIT or any Affiliate of such Demand Registration or the REIT in connection with any employee benefit or similar plantherewith (each such period, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted“Hold Back Period”). Each Holder agrees subject to enter 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 agreements reasonably requested by any managing underwriter reflecting Person referred to in clause (iii) of the terms first sentence of this Section 64 is released from the holdback obligation described above. (b) In order to enforce any Hold Back Period, the REIT shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 4 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder (and the securities of every other Person subject to such Hold Back Period) until the end of such Hold Back Period.

Holdback Agreement. (a) Each Holder agrees not to effect For so long as Parent and any saleother Investor, transferindividually or together, holds or other actual or pecuniary transfer Beneficially Owns at least five percent (including heading and similar arrangements5%) of the issued and outstanding Company Common Shares on an as-converted basis, each Investor agrees that in connection with any registered underwritten offering of Company Common Shares, and upon request from the managing underwriter(s) for such offering, such Investor shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three (3) days prior to and ninety (90) days after the launch of such offering), Transfer any Registrable Securities. The foregoing provisions of this Section 1.6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 1.1, 1.2 or 1.5 of any other equity securities of this Agreement and shall be applicable to the Investors only if, for so long as and to the extent that the Company, the directors and executive officers of the Company and each selling shareholder included in such offering are subject to the same restrictions. Each Investor agrees to execute and deliver such customary agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 1.6(a) and are necessary to give further effect thereto; provided, that the terms of such agreements shall not be more restrictive than the restrictions to which the directors and executive officers of the Company are subject. (b) To the extent requested by the managing underwriter(s) for the applicable offering, the Company and its directors and executive officers shall not effect any sale registered under the Securities Act or any securities convertible into or exchangeable or exercisable for such stock or securities, other public distribution of Equity Securities during the period beginning seven commencing three (73) days prior to, to and ending ninety (90) days after the launch of an underwritten offering pursuant to Section 1.1, 1.2 or 1.5 of this Agreement, other than a registration (or for such shorter period as to which the managing underwriter(si) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement on Form S-8 (or other than Registrable Securities sold pursuant registration solely relating to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, an offering or sale to employees or directors or any other affiliate of the Company pursuant to any employee share plan or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and employee benefit arrangement), (ii) the Holders shall not be pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the foregoing restrictions if and to the extent that the managing underwriter(sSecurities Act or any successor rule thereto), (iii) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply pursuant to a Holder if such Holder has provided an Opt-Out Notice to registration in which the Company in accordance with Section 2(c)(iiis offering to exchange its own securities for other securities or (iv) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit dividend or distribution reinvestment or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.

Holdback Agreement. The Company and each Stockholder that holds greater than 5% of the Common Stock (a) Each Holder agrees whether or not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any such Registrable Securities are included in a Registration Statement filed pursuant to Section 3.1, Section 3.2 or of any other equity securities of the CompanySection 3.3) agree, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven if requested (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (itimely written notice) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the lead or managing underwriter or underwriters on any of the Companyin an underwritten offering, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during of the seven (7) days prior Registrable Securities, including a sale pursuant to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period Rule 144 (except as part of such Underwritten underwritten offering), for a customary period (which period shall be the same for all applicable Stockholders and 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, if otherwise permittedexcept to the extent required by FINRA regulations or applicable law). Each Holder agrees to enter into any agreements , as reasonably requested determined by any the lead or managing underwriter reflecting or underwriters in consultation with the terms 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. No waiver of any such restrictions shall be effective with respect to any Stockholder unless such waiver applies uniformly to all such Stockholders. Notwithstanding anything contained in this Section 63.12, all obligations of the Stockholders under this Section 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 who has been granted registration rights by the Company, 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) Each Holder agrees that, at any time that such Holder holds 10% or more of the outstanding Common Stock of the Company, such Holder shall not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities Equity Securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety sixty (9060) days after (or for such shorter period as to which the managing underwriter(s) may agree) (the “Lock-up”), subject to written notice thereof having been given by the Company to the Holder prior to the beginning of any such period, the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securitiesEquity Securities; and (ii) the Holders such Holder shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in and (iii) this Section 6(a) shall not apply more than once in any twelve (12) consecutive month period with respect to a Holder if any Underwritten Offerings in which such Holder has provided an Opt-Out Notice is not permitted to participate to the Company extent of its pro rata holdings of Registrable Securities or other securities requested to be sold in accordance such Underwritten Offerings, so long as such Holder did not reduce or eliminate its participation in any such Underwritten Offerings through their own voluntary decision, provided, however, that any shares of Common Stock of the Holder that are beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934) by a director designated by Holder pursuant to an agreement with Section 2(c)(ii) prior to receiving notice the Company, even if the aggregate amount of such Underwritten Offering and has not revoked such Optshares is less than 10% of the outstanding Common Stock of the Company, will be subject to the Lock-Out Notice; and up to the same extent as all other directors of the Company are so subject. Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6. (b) the The Company agrees (i) not to effect any public sale or distribution of its equity securities Equity Securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) calendar days prior to and during the ninety sixty (90)-day 60) calendar day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities Equity Securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering), if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.

Holdback Agreement. (a) Each Holder agrees not to effect For so long as Stockholder and any saleother Investor, transferindividually or together, hold or other actual or pecuniary transfer Beneficially Own at least five percent (including heading and similar arrangements5%) of the issued and outstanding Company Common Shares on an as-converted basis, each Investor agrees that in connection with any registered underwritten offering of Company Common Shares, and upon request from the managing underwriter(s) for such offering, such Investor shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three (3) days prior to and ninety (90) days after the launch of such offering), Transfer any Registrable Securities or and, regardless of whether Stockholder and any other equity securities Investor, individually or together, holds or Beneficially Owns at least five percent (5%) of the issued and outstanding Company Common Shares on an as-converted basis, exercise any rights under this Agreement to a Demand Registration or Underwritten Shelf Take-Down during such period, as well as during the period between the date it receives notice of an underwritten offering of Company Common Shares and the start of such period. The foregoing provisions of this Section 1.6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 1.1, 1.2 or 1.5 of this Agreement and shall be applicable to the Investors only if, for so long as and to the extent that the Company, the directors and executive officers of the Company and each selling shareholder included in such offering are subject to the same restrictions. Each Investor agrees to execute and deliver such customary agreements as may reasonably be requested by the managing underwriter (s) that are consistent with the foregoing provisions of this Section 1.6(a) and are necessary to give further effect thereto; provided, that the terms of such agreements shall not be more restrictive than the restrictions to which the directors and executive officers of the Company are subject. (b) To the extent requested by the managing underwriter(s) for the applicable offering, the Company and its directors and executive officers shall not effect any sale registered under the Securities Act or any securities convertible into or exchangeable or exercisable for such stock or securities, other public distribution of Equity Securities during the period beginning seven commencing three (73) days prior to, to and ending ninety (90) days after the launch of an underwritten offering pursuant to Section 1.1, 1.2 or 1.5 of this Agreement, other than a registration (or for such shorter period as to which the managing underwriter(si) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement on Form S-8 (or other than Registrable Securities sold pursuant registration solely relating to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, an offering or sale to employees or directors or any other affiliate of the Company pursuant to any employee share plan or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and employee benefit arrangement), (ii) the Holders shall not be pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the foregoing restrictions if and to the extent that the managing underwriter(sSecurities Act or any successor rule thereto), (iii) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply pursuant to a Holder if such Holder has provided an Opt-Out Notice to registration in which the Company in accordance with Section 2(c)(iiis offering to exchange its own securities for other securities, (iv) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit dividend or distribution reinvestment or similar plan, any dividend reinvestment plan, plan or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%v) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from in connection with an offering that the Company at any time reasonably determines is necessary to cover capital losses or adverse reserve developments as a result of claims arising from a severe natural disaster or catastrophe or another event that is reasonably expected to reduce the Company’s shareholders’ equity by more than 10% occurring after the date launch of an underwritten offering pursuant to Section 1.1, 1.2 or 1.5 of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6Agreement.

Holdback Agreement. If (ax) Each Holder agrees not to effect at any sale, transfer, time or other actual or pecuniary transfer (including heading and similar arrangements) times after the date hereof the Company makes an underwritten registered public offering of any Registrable of its Equity Securities under the Act (whether to be sold by it or of any other equity securities of by one or more third parties) and (y) the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that Holder (i) notwithstanding is given the foregoingopportunity to join in such registration and (ii) is able to include in such registration at least that number of shares of Common Stock as the Holder would be able to include, and on the duration same terms, as if it were a Stockholder party to the Existing Stockholders Agreement after operation of the foregoing restrictions shall be no longer than Pro Rata Reductions Provisions, then, if requested by the duration Company or the representatives of the shortest restriction generally imposed by the underwriters on any of Equity Securities of the Company, the officers, directors or Holder shall not Transfer any other affiliate Equity Securities of the Company or any held by the Holder (other stockholder than those included in such registration, if applicable) for a period specified by the representative of the underwriters (the "Market Standoff Period"), which period shall not exceed one hundred eighty (180) days following the effective date of a registration statement of the Company on whom a restriction is imposed or with whom filed under the Act, provided that all directors and executive officers of the Company has granted enter into similar agreements. Notwithstanding the foregoing, if the subject registration rights is an underwritten primary registration in which the Holder is given the opportunity to join but because of the Pro Rata Reduction Provisions the Holder is unable to include any shares of Common Stock in such registration, then the Market Standoff Period applicable to the Holder shall be for any a period not to exceed thirty (30) days following the effective date of its equity securities; such registration statement of the Company filed under the Act. The Holder agrees to execute and (ii) deliver such other agreements as may reasonably be requested by the Holders shall not be Company or the underwriter to confirm the foregoing agreement. The Company may impose stop-transfer instructions with respect to the Equity Securities subject to the foregoing restrictions if and not to exceed the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any applicable Market Standoff Period. The obligations of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions Holder described in this Section 6(a) 3 shall not apply to a Holder if such Holder has provided an Opt-Out Notice registration relating solely to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit plans on Form S-1 or Form S-8 or similar plan, any dividend reinvestment plan, forms. This Section 3 shall terminate and be of no further force or a business acquisition or combination effect from and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this on which the Holder is joined to the Existing Stockholders Agreement (other than in a registered offering) pursuant to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 62 hereof.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed If so requested by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or Underwriters' Representative in connection with any employee benefit an offering of securities covered by a registration statement filed by ADESA (including the IPO), whether or similar plannot Registrable Securities of the Holders are included therein, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to Holder shall agree not to effect any sale or distribution of the Shares, including any sale under Rule 144, without the prior written consent of the Underwriters' Representative (otherwise than through the registered public offering then being made), within seven (7) days prior to or ninety (90) days (or such securities greater period as the Underwriters' Representative may require) after the effective date of the registration statement (or the commencement of the offering to the public of such Registrable Securities in the case of Rule 415 Offerings). The Holders shall not be subject to the restrictions set forth in this Section 5.11 for longer than ninety-seven (97) days during such any 12-month period (except other than the 12-month period immediately following the IPO Date) (or such greater period of time as part may be required by the Underwriter's Representative) and a Holder shall no longer be subject to such restrictions at such time as such Holder shall own less than five percent (5%) of the then-outstanding shares of Common Stock on a fully-diluted basis. (b) If so requested by the Underwriters' Representative in connection with an offering of any Registrable Securities, ADESA shall agree not to effect any sale or distribution of Common Stock, without the prior written consent of the Underwriters' Representative (otherwise than through the registered public offering then being made or in connection with any acquisition or business combination transaction and other than in connection with stock options and employee benefit plans and compensation), within seven (7) days prior to or ninety (90) days (or such lesser period as the Underwriters' Representative may permit) after the effective date of the registration statement (or the commencement of the offering to the public of such Underwritten Offering, Registrable Securities in the case of Rule 415 Offerings) and shall use its commercially reasonable best efforts to obtain and enforce similar agreements from any other Persons if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of Underwriters' Representative; PROVIDED that ADESA or such Persons shall not be subject to the restrictions set forth in this Section 65.11 for longer than ninety-seven (97) days during any twelve (12) month period. (c) Notwithstanding anything else in this Section 5.11 to the contrary, no Holder shall be precluded from distributing to any or all of its stockholders any or all of the Registrable Securities.

Holdback Agreement. (a) Each Holder agrees In addition to any other restrictions on transfer of the Registrable Shares contained in this Agreement, if the Company shall at any time register securities under the Securities Act (including, without limitation, any registration relating to a Qualified Public Offering or any registration pursuant to this Section 7) for offer or sale to the public, then the Shareholder shall not to effect make any saleshort sale of, grant an option for the transfer of, or otherwise transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven Shares (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than (i) for the public sale of those Registrable Securities Shares included in and sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors registration in accordance with this Section 7 or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject in a private sale complying with this Agreement to the foregoing restrictions if and transferee who agrees to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a7.6(a)) shall apply to a Holder if such Holder has provided an Opt-Out Notice to without the prior written consent of the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven reasonable period (7) but in no event longer than 180 days prior to and during the ninety (90)-day period beginning on following the effective date of any the related registration statement) as may be designated in writing to the Shareholder by the Company, or, if the registration shall be, in whole or in part, an underwritten Demand Registration (or for such shorter period as to which offering, by the managing underwriter underwriter; provided, that after the Company's initial public offering, the foregoing provisions of this Section 7.6(a) shall only apply to the Shareholder if he (A) is offering Registrable Shares for sale to the public in connection with such registration or underwriters may agree(B) beneficially owns (as that term is used in Rule 13d-3 promulgated under the Exchange Act) five percent or more of the outstanding shares of Common Stock. b) In addition to the restriction contained in Section 7.6(a), except as part of such Demand Registration the Shareholder shall execute any restrictive agreement or "lock-up" agreement that any underwriter engaged by the Company in connection with any employee benefit underwritten public offering shall request; provided, that the restrictive or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent "lock-up" period thereunder is not more than one hundred eighty (5%180) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time days after the effective date of this Agreement (other than in a registered the registration statement for which such restrictive agreement or "lock-up" agreement is sought; provided, further, that, after the Company's initial public offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms foregoing provisions of this Section 67.6(b) shall only apply to the Shareholder if he (A) is offering Registrable Shares for sale to the public in the offering or (B) beneficially owns (as that term is used in Rule 13d-3 promulgated under the Exchange Act) five percent or more of the outstanding shares of Company Common Stock. c) The Company may impose stop-transfer instructions with respect to the Registrable Shares until the end of any restrictive period provided for pursuant to this Section 7.6.

Holdback Agreement. (a) Each Holder agrees not 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 effect any salean employee stock option, transferstock purchase or similar plan or pursuant to a merger, exchange offer or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities a transaction of the Company, 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 such stock or securitiesfor, during the period beginning seven Company Shares, (7ii) days with reasonable prior tonotice, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(sunderwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder and the Investors) may agree), the date that a public sale or distribution of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to would materially adversely impact such Underwritten Offering, provided that offering and (iiii) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriter or underwriters on any of have obtained written holdback agreements from the Company, the officers, directors or any other affiliate each executive officer of the Company or any and each other stockholder of the Company on whom a restriction is imposed or with whom the Company person who has been granted registration rights for any of its equity securities; by the Company, then the Shareholder and (ii) each Investor shall, if requested by the Holders shall not be subject to Company and the foregoing restrictions if and managing underwriter or underwriters, to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided furthernot inconsistent with applicable law, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect refrain from effecting any public sale or distribution of its equity securities (Registrable Securities, without the prior written consent of the Company and the managing underwriter or any securities convertible into or exchangeable or exercisable for such securities) underwriters, during the seven ten (710) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand 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 for such shorter underwriters, in its or their reasonable judgment, advises the Company that a period as to which 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 may agree), except as part by up to an aggregate of thirty (30) additional days or (B) the abandonment of such Demand Registration offering. Notwithstanding the foregoing, 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 Company in respect of such offering; and (b) The Company, if requested in writing by the managing underwriter or underwriters in connection with an underwritten public offering of Registrable Securities by the Shareholder or any employee benefit Investor, shall not make any public sale or similar plan, any dividend reinvestment planother distribution of Company Shares or securities convertible into, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into exercisable or exchangeable or exercisable for such securities) which are or may be purchased from the for, Company at any time after the date of this Agreement Shares (other than offerings in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a registered offeringmerger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) during the ten (10) days prior to agree not to effect any sale or distribution of any such securities during such period (except as part the pricing date of such Underwritten Offering, underwritten public offering and until the earliest of (A) sixty (60) days from the pricing date of such underwritten public offering; provided that if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any the managing underwriter reflecting or underwriters, in its or their reasonable judgment, advises the terms Shareholder that a period of sixty (60) days from the pricing date is too short, this Section 6sixty (60) day period may be extended by the Shareholder 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.

Holdback Agreement. (a) Each If requested by the managing underwriters in connection with any Underwritten Offering, no Holder agrees not to who beneficially owns 1% or more of the outstanding Common Stock shall effect any sale, transfer, or other actual or pecuniary transfer Transfer (including heading and similar arrangementssales pursuant to Rule 144) of any Registrable Securities or of any other equity securities of such Shares without prior written consent from the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, underwriters managing the Underwritten Offering by the Company during the a period beginning up to seven (7) days prior to, to and ending ninety (90) up to 90 days after (or for such shorter period as to which the managing underwriter(s) may agree), from and including the date of pricing as reasonably requested by the underwriting agreement of each underwriters managing the Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten (or 180 days in the case of the Initial Public Offering) (the “Lock-Up Period”); provided, provided that (iA) notwithstanding the foregoing, the duration foregoing shall not apply to any Shares that are offered for sale as part of the foregoing restrictions underwritten public equity offering, (B) such Lock-Up Period shall be no longer than and on substantially the duration same terms as the lock-up period applicable to the Company and the executive officers and directors of the shortest restriction generally imposed by Company and (C) such Lock-Up Period shall not commence unless the underwriters on Company notifies the Holders in writing prior to the commencement of the Lock-Up Period; provided, further, that nothing herein shall prevent any Holder that is a partnership, limited liability company or corporation from making a distribution of Shares to the partners, members or stockholders thereof, a Transfer of Shares to an Affiliate that is otherwise in compliance with the applicable securities laws or a Transfer that is a bona fide gift. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, the officersin any event, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth Company’s underwriters in such underwriting agreement for any Underwritten Offering shall be third-party beneficiaries of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a5(a). The provisions of this Section 5(a) shall will no longer apply to a Holder if (x) such Holder has provided an Opt-Out Notice ceases to hold any Shares or (y) such Holder beneficially owns less than 1% of the Company in accordance with Section 2(c)(ii) prior to receiving notice outstanding shares of such Underwritten Offering and has not revoked such Opt-Out Notice; and Common Stock. (b) the Company agrees not In connection with any Underwritten Offering (including pursuant to effect any public sale Demand Registration, Short-Form Registration or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which Piggyback Registration), if requested by the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plansuch Underwritten Offering, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree shall not to effect any sale or distribution of any such securities during such period Shares (except pursuant to registrations on Form S-8 or Form S-4 (or any successor to such forms) under the Securities Act), during a period beginning up to seven days prior to and ending up to 90 days from and including the date of pricing of such Underwritten Offering as reasonably requested by the underwriters managing the Underwritten Offering (or 180 days in the case of the Initial Public Offering); provided, that the foregoing shall not apply to any securities that are offered for sale as part of such the Underwritten Offering; provided, if otherwise permitted). Each Holder agrees further, that nothing herein will prevent the Company from (A) issuing securities upon the exercise of an option or warrant or the conversion or exchange of a security outstanding on such date, or (B) granting securities pursuant to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6employee benefit plans in effect on such date.

Holdback Agreement. (a) Each Holder agrees If the Company at any time shall register an offering and sale of shares of Common Stock under the Securities Act in an underwritten offering (i) pursuant to an Initial Public Offering or (ii) pursuant to any other registration under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), if requested by the managing underwriter(s) and provided that the directors and officers of the Company are so restricted, the Stockholders shall not to effect sell, make any saleshort sale of, transfergrant any option for the purchase of, or other actual or pecuniary transfer (including heading and similar arrangements) otherwise dispose of any Restricted Securities (other than (A) those Registrable Securities Shares included in such registration pursuant to SECTIONS 2, 3 or 4, (B) a Transfer without consideration by a Stockholder that is a limited liability company or limited partnership to its members, partners or investment advisors or (C) a Permitted Transfer (as defined in the Stockholders' Agreement)) without the prior written consent of any other equity securities the Company for a period as shall be determined by the managing underwriters, which period cannot begin more than seven (7) days prior to the effectiveness of such Registration Statement and cannot last more than ninety (90) days (180 days in the case of the Company's Initial Public Offering) after the effective date of such Registration Statement. (b) If the Company at any time pursuant to SECTION 2 of this Agreement shall register under the Securities Act an offering and sale of Registrable Shares held by Stockholders for sale to the public pursuant to an underwritten offering, the Company shall not, without the prior written consent of the lead underwriters for such offering, effect any public sale or distribution of securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during , for such period as shall be determined by the managing underwriters, which period shall not begin more than seven (7) days prior to the effectiveness of the Registration Statement pursuant to which such public offering shall be made and during the shall not last more than ninety (90)-day period beginning on 90) days (180 days in the effective date case of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%Company's Initial Public Offering) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date closing of this Agreement (other than in a registered offering) sale of shares pursuant to agree not to effect any sale or distribution of any such securities during such period Registration Statement (except as part of such Underwritten Offering, if otherwise permittedunderwritten registration or pursuant to registrations on Form S-8 or any successor form). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.

Holdback Agreement. (a) Each Upon the request of the Partnership, by electing to include Registrable Securities in a Partnership registration statement pursuant to Section 2.1 or Section 2.2, the Holder agrees shall agree not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (of the Partnership of the same or similar class or classes of the securities included in the Partnership registration statement or any securities convertible into or exchangeable or exercisable for such securities) , including a sale pursuant to Rule 144, during such periods as reasonably requested (but in no event for a period longer than 45 days following the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (the applicable Prospectus; provided each of the executive officers and directors of the Partnership that hold Common Units of the Partnership or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securitiesCommon Units of the Partnership are subject to the same restriction for the entire time period required of the Holders hereunder) which are or may be purchased from by the Company at any time after representatives of the date of this Agreement underwriters, if an underwritten offering by the Partnership (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such “Partnership Underwritten Offering”); provided further, for the avoidance of doubt, that such restrictions shall only apply if otherwise permitted)the Holders are able to sell Registrable Securities in such a Partnership Underwritten Offering. Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms The provisions of this Section 62.3 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 Agreements. 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 person 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 equity securities of the Partnership constitute a de minimis amount.

Holdback Agreement. (a) Each Holder agrees In connection with any Demand Offering, the Company shall not effect any public sale of any shares of Class A Common Stock or Class A Common Stock Equivalents during the ten (10) Business Days, or such shorter period beginning with delivery of a Demand Notice, prior to the anticipated date such Public Offering is expected to be launched (the “Launch Date”) and during such time period after the pricing of such Demand Offering (not to effect any sale, transfer, or other actual or pecuniary transfer exceed sixty (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (760) days prior to, and ending (or ninety (90) days after (or for such shorter period the first Demand Offering)) as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), in each case except as part of such Demand Offering, pursuant to an Excluded Registration or in as otherwise agreed between the Company and the managing underwriter for such Demand Offering. (b) In connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (Demand Offering or any securities convertible into Company Primary Offering, each Holder that participates in such Public Offering, shall not effect (subject to any exceptions the managing underwriter may agree) any public sale or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale private offer or distribution of any shares of Class A Common Stock or Class A Common Stock Equivalents during the ten (10) Business Days, or such securities shorter period beginning with delivery of a Demand Notice or Piggyback Notice, as applicable, or a notice by the Company to the Holders informing them of such Public Offering, prior to the anticipated Launch Date for any Public Offering and during such time period after the pricing of such Public Offering (not to exceed sixty (60) days (or ninety (90) days after the first Demand Offering)) (except as part of such Underwritten Public Offering, if otherwise permitted) as the managing underwriter may agree (the “Lockup Period”). Each Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing underwriter for any Public Offering pursuant to this Agreement; provided, that nothing herein will prevent any Holder that is a limited liability company, partnership or corporation from making a distribution of shares of Class A Common Stock or Class A Common Stock Equivalents to the members, partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.5 (subject to any exceptions the managing underwriter may agree). Each such Holder agrees to enter into execute a lock-up agreement in favor of the underwriters to such effect and, in any agreements reasonably requested by event, that the underwriters in any managing underwriter reflecting the terms relevant Public Offering shall be third-party beneficiaries of this Section 62.5. (c) Any discretionary waiver or termination of the requirements under the foregoing provisions made by the managing underwriter shall apply to each Holder on a pro rata basis in accordance with the number of Registrable Shares owned by each such Holder. (d) The obligations of any person under this Section 2.5 are not in limitation of holdback or transfer restrictions that may otherwise apply by virtue of any other agreement or undertaking.

Holdback Agreement. (a) Each Upon the request of the Partnership, by electing to include Registrable Securities in a Partnership Registration Statement pursuant to Section 2.1 or Section 2.2, the Holder agrees shall agree not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (of the Partnership of the same or similar class or classes of the securities included in the Partnership Registration Statement or any securities convertible into or exchangeable or exercisable for such securities) , including a sale pursuant to Rule 144, during such periods as reasonably requested (but in no event for a period longer than 45 days following the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (the applicable Prospectus; provided each of the executive officers and directors of the Partnership that hold Common Units of the Partnership or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securitiesCommon Units of the Partnership are subject to the same restriction for the entire time period required of the Holders hereunder) which are or may be purchased from by the Company at any time after representatives of the date of this Agreement underwriters, if an underwritten offering by the Partnership (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such “Partnership Underwritten Offering”); provided further, for the avoidance of doubt, that such restrictions shall only apply to a Holder if otherwise permitted)such Holder has elected to sell and actually sells Registrable Securities in such a Partnership Underwritten Offering. Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms The provisions of this Section 62.3 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 Xxxxxxxx/Apollo Purchase Agreements, the Dropdown Purchase Agreement or the Xxxxxxxx Purchase Agreement, as applicable. 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, (b) any investment fund managed by any of such persons or (c) any other Affiliate of any Holder, so long as such transfer is not for value and any such person 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 equity securities of the Partnership constitute a de minimis amount.

Holdback Agreement. (a) Each Holder agrees not If the Company at any time shall register an offering and sale of shares of Common Stock under the Securities Act in an Underwritten Offering pursuant to effect any saleregistration under the Securities Act (other than on Form S-4 or Form S-8), transferincluding an Underwritten Offering effectuated pursuant to Sections 5.2, no Stockholder shall sell, make any short sale of, grant any option for the purchase of, or otherwise Transfer any Stockholder Shares (other actual than (A) those Registrable Shares included in such registration pursuant to Sections 5.2, 5.3, or pecuniary transfer 5.4, (B) a Transfer without consideration by a Stockholder that is a limited liability company or limited partnership to its members, partners or investment advisors, (C) a Permitted Transfer, including heading a sale pursuant to Rule 144, or (D) in the case of the Investors only, any Transfers of Registrable Shares owned by such Investors and similar arrangementsacquired in the Company IPO or following the Company IPO, made through open market purchases by third party investment managers with discretionary investment authority for such Investors (and who acquired such Registrable Shares on behalf of such Investors pursuant to such discretionary authority); provided that, for the avoidance of doubt, the exception set forth in the foregoing clause (D) of shall not apply to any Registrable Securities or of any other equity securities Shares acquired by such Investors prior to the Company IPO), without the prior written consent of the CompanyCompany for a period and on other terms as shall be determined by the lead underwriters and that is for the same time period and on substantially similar terms as agreed to by the CCMP Investors and the MSD Investors; provided, or any securities convertible into or exchangeable or exercisable for further, that such stock or securities, during the time period beginning seven (7) days prior to, and ending shall not exceed ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice consummation of such Underwritten Offering and has not revoked without the prior written consent of such Opt-Out Notice; and Stockholder. (b) If the Company agrees not at any time pursuant to Sections 5.2, 5.3, or 5.4, shall register under the Securities Act an offering and sale of Registrable Shares held by Stockholders for sale to the public pursuant to an Underwritten Offering (including an Underwritten Shelf Take-Down), the Company shall not, without the prior written consent of the lead underwriters for such offering, effect any public sale or distribution of its equity securities (Securities similar to those being registered, or any securities Securities convertible into or exercisable or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or Securities, for such shorter period as shall be determined by the lead underwriters and that is for the same period and on substantially similar terms as agreed to which by the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with CCMP Investors and the MSD Investors. (c) At any employee benefit or similar plantime following the Company IPO, any dividend reinvestment planStockholder that, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least together with its Affiliates, holds less than five percent (5%) of the then outstanding shares of Common Stock may elect (on a fully diluted basis) behalf of itself and its equity securities Affiliates (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased collectively, the “Withdrawing Holders”)), by written notice to the Company, to withdraw from the Company at any time after the date provisions of this Agreement (other than in ARTICLE V and as a registered offering) result of such withdrawal, such Withdrawing Holders shall no longer be entitled to agree the rights, nor be subject to the obligations, of this ARTICLE V and the Common Stock held by the Withdrawing Holders shall conclusively be deemed thereafter not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offeringbe “Registrable Shares” under this Agreement. Notwithstanding the foregoing, if otherwise permitted). Each Holder agrees no withdrawal pursuant to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 65.5(c) shall release any Withdrawing Holder from any indemnification and contribution rights and obligations under ARTICLE V hereof.

Holdback Agreement. (a) Each By electing to include Registrable Shares in a Company registration statement pursuant to Section 2.2, the Holder agrees shall be deemed to have agreed not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (of the Company of the same or similar class or classes of the securities included in the Company registration statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144, during such periods as reasonably requested (but in no event for a period longer than 45 days following (i) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration such Company registration statement or (ii) the date of the applicable Prospectus; provided each of the executive officers and directors of the Company that hold shares of Common Stock of the Company or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from shares of Common Stock of the Company at any are subject to the same restriction for the entire time after period required of the date Holders hereunder) by the representatives of this Agreement the underwriters, if an underwritten offering by the Company (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such “Company Underwritten Offering”); provided further, for the avoidance of doubt, that such restrictions shall only apply if otherwise permitted)the Holders are able to sell Registrable Securities in such a Company Underwritten Offering. Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms The provisions of this Section 62.3 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 person 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 equity securities of the Company constitute a de minimis amount.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed If so requested by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or Underwriters’ Representative in connection with any employee benefit an offering of securities covered by a registration statement filed by Mobileye, whether or similar plannot Registrable Securities of the Holders are included therein, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to Holder shall agree not to effect any sale or distribution of the Shares, including any sale under Rule 144, without the prior written consent of the Underwriters’ Representative (otherwise than through the registered public offering then being made and subject to customary exceptions), within sixty (60) days (or such lesser period as the Underwriters’ Representative may permit) after the Effective Date of the registration statement (or the pricing date in the case of a “take-down” off of an already effective Shelf Registration Statement), subject to customary exclusions agreed to by such Underwriters’ Representative; provided that Mobileye shall cause all directors and executive officers of Mobileye, and all other Persons with registration rights with respect to Mobileye’s securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees whether or not pursuant to this Agreement) to enter into substantially identical agreement for at least the same period of time (without regard to this proviso), subject to exceptions for gifts, pledges, sales pursuant to pre-existing 105-1 plans and other customary exclusions agreed to by such managing underwriter(s). The Holders shall not be subject to the restrictions set forth in this Section 4.9 for longer than an aggregate of ninety-seven (97) days during any agreements reasonably 12-month period. (b) If so requested by the Underwriters’ Representative in connection with an offering of any managing underwriter reflecting Registrable Securities, Mobileye shall agree not to effect any sale or distribution of Mobileye Capital Stock, without the terms prior written consent of the Underwriters’ Representative (otherwise than through the registered public offering then being made or in connection with any acquisition or business combination transaction and other than in connection with stock options and employee benefit plans and compensation), within seven (7) days prior to or sixty (60) days (or such lesser period as the Underwriters’ Representative may permit) after the Effective Date of the registration statement (or the commencement of the offering to the public of such Registrable Securities in the case of Rule 415 Offerings) and shall use its commercially reasonable efforts to obtain and enforce similar agreements from any other Persons if requested by the Underwriters’ Representative; provided that Mobileye or such Persons shall not be subject to the restrictions set forth in this Section 64.9 for longer than an aggregate of ninety-seven (97) days during any twelve (12) month period.

Holdback Agreement. (a) Each Holder agrees If the Company at any time shall register an offering and sale of shares of Common Stock under the Securities Act in an underwritten offering (i) pursuant to an Initial Public Offering or (ii) pursuant to any other registration under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), the Stockholders (other than the Note Warrantholders, unless the depositary or depositaries and custodian or custodians for all Restricted Securities shall provide written notice to the Company and the Note Warrantholders that such depositary or depositaries and custodian or custodians is able to effectuate the provisions of this Section 5) shall not to effect sell, make any saleshort sale of, transfergrant any option for the purchase of, or other actual or pecuniary transfer (including heading and similar arrangements) otherwise dispose of any Restricted Securities (other than (A) those Registrable Securities Shares included in such registration pursuant to Sections 2, 3 or 4, (B) a transfer without consideration by a Stockholder that is a limited liability company or limited partnership to its members, partners or investment advisors or (C) subject to the consent of any other equity securities the underwriters, a Permitted Transfer (as defined in the Stockholders' Agreement)) without the prior written consent of the Company for a period as shall be determined by the managing underwriters, which period cannot begin more than seven (7) days prior to the effectiveness of such Registration Statement and cannot last more than ninety (90) days (180 days in the case of the Company's Initial Public Offering) after the effective date of such Registration Statement. (b) If the Company at any time pursuant to Section 2 of this Agreement shall register under the Securities Act an offering and sale of Registrable Shares held by Stockholders for sale to the public pursuant to an underwritten offering, the Company shall not, without the prior written consent of the lead underwriters for such offering, effect any public sale or distribution of securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during , for such period as shall be determined by the managing underwriters, which period shall not begin more than seven (7) days prior to the effectiveness of the Registration Statement pursuant to which such public offering shall be made and during the shall not last more than ninety (90)-day period beginning on 90) days (180 days in the effective date case of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%Company's Initial Public Offering) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date closing of this Agreement (other than in a registered offering) sale of shares pursuant to agree not to effect any sale or distribution of any such securities during such period Registration Statement (except as part of such Underwritten Offering, if otherwise permittedunderwritten registration or pursuant to registrations on Form S-8 or any successor form). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.

Holdback Agreement. (a) Each Upon the request of the Partnership, by electing to include Registrable Securities in a Registration Statement pursuant to Section 2.1 or Section 2.2, each Holder agrees shall agree not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (of the Partnership of the same or similar class or classes of the securities included in the Registration Statement or any securities convertible into or exchangeable or exercisable for such securities) , including a sale pursuant to Rule 144, during such periods as reasonably requested (but in no event for a period longer than 45 days following the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (the applicable Prospectus; provided that each of the executive officers and directors of the Partnership that hold Common Units or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securitiesCommon Units are subject to the same restriction for the entire time period required of the Holders hereunder) which are or may be purchased from by the Company at any time after representatives of the date of this Agreement underwriters, if an underwritten offering by the Partnership (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such “Partnership Underwritten Offering”); provided further, for the avoidance of doubt, that such restrictions shall only apply to a Holder if otherwise permitted)such Holder has elected to sell and actually sells Registrable Securities in such a Partnership Underwritten Offering. Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms The provisions of this Section 62.3 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 Agreements. The provisions of this Section 2.3 shall not apply to (a) any transfer of Registrable Securities by a Holder to (i) any stockholder, member, managing member, general or limited partner of any Holder, (ii) any investment fund managed by any of such persons, (iii) any other Affiliate of any Holder or (iv) in the case of NGP, a “portfolio company” of NGP XI US Holdings, L.P. or any entity controlled by a “portfolio company” of NGP XI US Holdings, L.P., so long as such transfer is not for value and any such person agrees to and remains to be bound hereby, (b) the entry by any Holder of a bona fide pledge of any Registrable Securities (and any foreclosure on any such pledge) and (c) any hedging transaction with respect to an index or basket of securities where the equity securities of the Partnership constitute a de minimis amount.

Holdback Agreement. (a) Each In consideration for the Company 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 customary “lock-up” agreement not to effect (other than pursuant to such registration) any salepublic sale or distribution of Registrable Securities, transferincluding, 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 actual or pecuniary transfer (including heading and similar arrangements) arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities or of Securities, any other equity securities of the Company, Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of such stock 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 will (x) not effect any public sale or securitiesdistribution 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 period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; Holdback Period and (iiy) the Holders shall not be subject cause its directors and officers to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting enter into a customary “lock-up” agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its 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 securities) underwriters during the seven 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 (7) days prior to and a “Skipped Block Sale”), if during the ninety preceding six (90)-day period beginning on the effective date of any underwritten Demand Registration (6) month period, such director or for such shorter period as officer has previously been subject to which the managing underwriter or a lock-up agreement in connection with a Skipped Block Sale. The underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which Underwritten Offering are or may be purchased from the Company at any time after the date intended third-party beneficiaries of this Agreement 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 (other than in 30) days (unless a registered offering) to agree not to effect any sale or distribution of any such securities during such longer period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably is requested by any the managing underwriter reflecting underwriter(s) and agreed to by the terms of this Section 6Holder).

Holdback Agreement. (a) If the Corporation at any time shall register shares of Common Stock under the Securities Act (including any registration pursuant to Section 2) for sale to the public pursuant to a Public Offering, the Securityholders 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 shares of Common Stock included in such registration pursuant to Section 2) without the prior written consent of the Corporation, for a period designated by the Corporation in writing to the Securityholders, which period shall, unless otherwise required by applicable law as expressed in an opinion of counsel to the Corporation, not begin 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 closing of the sale of shares pursuant to such Registration Statement, whether or not such Securityholder participates in such registration; provided, however, that (i) all officers and directors of the Corporation, all ten-percent securityholders, and all other Persons with registration rights (whether or not pursuant to this Agreement) enter into similar agreements and (ii) any waiver or termination of the prohibition set forth in this Section 3(a) by the Corporation or any underwriter shall apply to all Persons who are subject hereto or any similar such obligation on a pro rata basis. Each Holder holder of Registrable Securities agrees not that the Corporation may instruct its transfer agent to place stop transfer notations in its records to enforce this Section 3(a). (b) If the Corporation at any time pursuant to Section 2 of this Agreement shall register under the Securities Act Registrable Shares held by Securityholders for sale to the public pursuant to a Public Offering, the Corporation shall not, without the prior written consent of a Majority of Securityholders, effect any sale, transfer, public sale or other actual or pecuniary transfer (including heading and distribution of securities similar arrangements) of any Registrable Securities or of any other equity securities of the Companyto those being registered, or any securities convertible into or exercisable or exchangeable or exercisable for such stock or securities, during for such period as shall be determined by the managing underwriters, which period beginning seven (7) shall not begin more than 10 days prior to, to the effectiveness of the Registration Statement pursuant to which such Public Offering shall be made and ending ninety (90) shall not last more than 90 days after (or for such shorter period as to which the managing underwriter(s) may agree), the date closing of the underwriting agreement sale of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold shares pursuant to such Underwritten OfferingRegistration Statement, provided that except (i) notwithstanding the foregoingas part of such registration, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject pursuant to the foregoing restrictions if and to the extent that registrations of Forms S-4 or S-8 or any successor or similar forms thereto, (iii) as otherwise permitted by the managing underwriter(sunderwriter of such offering (if any), or (iv) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of offering is not underwritten, then such Underwritten Offering and has period shall last not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) more than 90 days prior to and during the ninety (90)-day period beginning on after the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment planregistration statement, or a business acquisition or combination and to use the time all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which shares covered thereby are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offeringsold, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6earlier.

Holdback Agreement. (a) Each Holder agrees In connection with the IPO, each holder of Series A Registrable Securities agrees, if so requested by the underwriter or underwriters, not to effect any sale, transfer, public sale or other actual or pecuniary transfer distribution (including heading and similar arrangementsany sale pursuant to Rule 144 under the Securities Act) of any Series A Registrable Securities Securities, and not to effect any such public sale or distribution of any other equity securities security of the Company, Company or of any securities security convertible into or exchangeable or exercisable for any equity security of the Company (in each case other than as part of such stock or securitiesunderwritten public offering), during the period beginning seven (7) days prior to180-day period, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree)underwriter of such offering shall request, beginning on the effective date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offeringregistration statement, provided that (i) notwithstanding the foregoingsuch holder has received written notice of such registration at least 15 days prior to such effective date, (ii) with respect to any offering other than pursuant to a firm commitment underwriting, the duration underwriters continue to actively market the Series A Registrable Securities until the earlier of the foregoing restrictions shall be no longer than end of such lock-up period and the duration closing with respect to the sale of all, or the shortest restriction generally imposed by the underwriters on any of the Companyfinal portion of, the officers, Series A Registrable Securities offered by such holders and (iii) all officers and directors or any other affiliate of the Company and all five percent (5%) or any other stockholder greater stockholders of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and enter into similar agreements. (b) If any registration of Series A Registrable Securities shall be in connection with an underwritten public offering, the Company agrees (i) if requested by the underwriter or underwriters, not to effect any public sale or distribution of any of its equity securities (or of any securities security convertible into or exchangeable or exercisable for such securitiesany equity security of the Company (other than in connection with any employee stock option or other benefit plan which has been duly adopted by the Company and which provides for the distribution to employees who participate in the plan of equity securities of the Company or securities convertible or exchangeable or exercisable for equity securities of the Company, or in connection with a merger or acquisition approved by the Board of Directors of the Company) during the seven (7) days prior to to, and during the ninety (90)-day 180-day period, or such other period as the managing underwriter of such offering shall reasonably require, beginning on the effective date of any underwritten Demand Registration such registration statement (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with registration) and (ii) that any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible agreement entered into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in pursuant to which the Company issues or agrees to issue any privately placed equity securities shall contain a registered offering) to agree not to effect any sale or distribution provision under which holders of any such securities during such period agree to be bound by Section 4(a). (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees c) In order to enter into any agreements reasonably requested by any managing underwriter reflecting enforce the terms of covenants set forth in this Section 64, the Company may impose stop-transfer instructions with respect to the Series A Registrable Securities of each holder (and the shares of securities of every other Person subject to such restrictions) until the end of the applicable period. (d) Notwithstanding the foregoing, the obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or successor or similar forms which may be promulgated in the future, or a registration relating solely to Rule 145 transaction on Form S-4 or successor or similar forms which may be promulgated by the Commission in the future.

Holdback Agreement. (a) Each Holder agrees not to effect any saleNo Investor holding Registrable Securities shall sell, transfer, make any short sale of, grant any option for the purchase of, or other actual enter into any hedging or pecuniary transfer similar transaction with the same economic effect as a sale (including heading and similar arrangementssales pursuant to Rule 144) (a "Sale Transaction") of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for any such stock or equity securities, during the seven days prior to and the 180-day period beginning seven on the effective date of any underwritten registration of Registrable Securities (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agreeeach a "Holdback Period"), except as part of such underwritten registration, unless the date underwriters managing such public offering of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that otherwise agree in writing. (b) The Company (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (securities, or any securities convertible into or exchangeable or exercisable for such securities) , during the seven (7) days prior to and during such period of time as may be determined by the ninety (90)-day period beginning on underwriters managing such underwritten registration following the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (or for such shorter period as not to which the managing underwriter or underwriters may agree), exceed one hundred and eighty (180) days) (except as part of such Demand Registration underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree in connection with any employee benefit or similar planwriting, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to (ii) shall cause (1) each holder of at least five percent (5%) % (on a fully fully-diluted basis) of its equity securities (securities, or any securities convertible into or exchangeable or exercisable for such securities) which are or may be , purchased from the Company at any time after the date of this Agreement (other than in a registered public offering), (2) each executive officer and each director of the Company and each of its Subsidiaries to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such equity securities of the Company or any securities convertible into or exchangeable or exercisable for such equity securities during such period and (3) each Affiliate of the Company holding shares of Company equity securities or any securities convertible into or exchangeable or exercisable for such equity securities to agree not to effect any public sale or distribution (including sales pursuant to Rule 144), except as part of such Underwritten Offeringunderwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree in writing. (c) Each Investor that owns more than one percent of the Registrable Securities agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Investor, and the Company hereby undertakes to notify its transfer agent of each other Person that is subject to the restrictions contained in this Section 4): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. Each Holder agrees SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.” (d) In order to enter enforce the foregoing covenants in this Section 4, the Company may impose stop-transfer instructions with respect to the Registrable Securities and any other equity securities of the Company or any securities convertible into any agreements reasonably requested or exchangeable or exercisable for such securities held by any Person subject to the restrictions contained in this Section 4 during any Holdback Period. Notwithstanding the foregoing, the prior written consent of the managing underwriter reflecting underwriters, if any, shall not be required in connection with an assignment of any Registrable Shares or any securities convertible or exercisable or exchangeable for Common Stock by an Investor to a transferee or assignee that is a subsidiary, parent, partner, limited partner, retired partner, member, former member, stockholder or affiliate of an Investor; provided, however, that such transferee or assignee agrees in writing to be bound by and subject to the terms provisions of this Section 64.

Holdback Agreement. (a1) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of If so requested by the Company, or any securities convertible into or exchangeable or exercisable Underwriters’ Representative for such offering, (i) in connection with the first offering of shares of common stock or securities, during made by the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made Company pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding registration statement following the foregoing, the duration closing of the foregoing restrictions IPO, each Holder shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit all other offerings of shares of common stock covered by a registration statement filed by the Company (whether or similar plannot Registrable Securities of such Holder are included therein), any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder Holder that holds more than 7.5% of at least five percent (5%) (the outstanding shares of Company Capital Stock on a fully fully-diluted basisbasis shall, in each case of clauses (i) of its equity securities and (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to ii), agree not to effect any sale or distribution of its Shares, including any sale under Rule 144, without the prior written consent of the Underwriters’ Representative (otherwise than through the registered public offering then being made), within two days prior to or 90 days (or such securities during such lesser period as the Underwriters’ Representative may permit) after the Effective Date of the registration statement (except as part or the commencement of the offering to the public of such Underwritten Offering, if otherwise permittedRegistrable Securities in the case of 25 Rule 415 Offerings). Each ; provided that this Section 3.11(a) shall not apply to any Holder agrees to enter into any agreements reasonably that does not hold Registrable Securities. (2) If so requested by the Underwriters’ Representative in connection with an offering of any managing underwriter reflecting Registrable Securities, the terms Company shall agree not to effect any sale or distribution of Equity Securities, without the prior written consent of the Underwriters’ Representative (otherwise than through the registered public offering then being made or in connection with any acquisition or business combination transaction and other than in connection with stock options and employee benefit plans and compensation), within seven days prior to or 90 days (or such lesser period as the Underwriters’ Representative may permit) after the Effective Date of the registration statement (or the commencement of the offering to the public of such Registrable Securities in the case of Rule 415 Offerings) and shall use its reasonable best efforts to obtain and enforce similar agreements from any other Persons if requested by the Underwriters’ Representative. (3) Notwithstanding anything else in this Section 63.11 to the contrary, nothing in this Agreement shall preclude SAP from distributing to any or all of its stockholders any or all of the Registrable Securities.

Holdback Agreement. (a) Each If any registration shall be in connection with an underwritten public offering (including the Qualified Public Offering), each Holder of 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 salesale or distribution, transferincluding any sale pursuant to Rule 144 under the Securities Act, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or of any securities security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than as part of such stock underwritten public offering), within seven days before, or securities, during the such period beginning seven (7) not to exceed 90 days prior to, and ending ninety (90) days after (or for such shorter period 180 days in the case of the Qualified Public Offering) as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to may require (or such Underwritten Offering, provided that (ilesser period as the managing underwriters may permit) notwithstanding the foregoingafter, the duration effective date of such registration. If Xxx Xxxx, Xxxxxx Xxxxxxxx or any of their Permitted Transferees are released from the foregoing restrictions contemplated by this Section 4.8 (the “Release Event”), AREP and its Permitted Transferees shall be no longer than released to the duration of the shortest restriction generally imposed same extent from their obligations contemplated by this Section 4.8. (b) The Company agrees, if so required by the underwriters on managing underwriter of any offering of Registrable Securities, not to sell, make any short sale of, loan, grant any option for the Companypurchase of, the officers, directors effect any public Sale or any other affiliate distribution of the Company or any other stockholder otherwise dispose of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) 30 days prior to and during the ninety 90 days (90)-day period beginning on or 180 days in the effective date case of the Qualified Public Offering) after any underwritten Demand Registration registration pursuant to Section 4.2 or 4.3 hereof has become effective (or for such shorter period as to which the managing underwriter or underwriters may agree"Holdback Period"), except as part of such Demand Registration underwritten registration. Notwithstanding the foregoing sentence, the Company shall be entitled to (i) issue shares of Common Stock or in connection with any other securities upon the exercise of an option or warrant or the conversion or exchange of a security outstanding prior to the Holdback Period, (ii) grant options to purchase shares of 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 (iii) sell shares of Common Stock or similar plan, any dividend reinvestment plan, or other securities in a business acquisition or combination and transaction in which the purchaser agrees to be bound by the restrictions contained in Section 4.8(a). The Company shall use all its reasonable best efforts to cause each holder obtain and enforce similar agreements from any other Persons if requested by the managing underwriter of at least five percent (5%such offering. Neither the Company nor such Persons shall be subject to the restrictions set forth in this Section 4.8(b) (on a fully diluted basis) of its equity securities for longer than 120 days during any 12-month period (or any securities convertible into or exchangeable or exercisable 180 days in the case of the 12-month period prior to the expiration of the Holdback Period for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Qualified Public Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.

Holdback Agreement. (a) Each Holder agrees (whether or not such Holder can participate in any such offering), (i) to the extent requested by a managing underwriter of any Underwritten Offering effected by any Holder, to enter into a customary lockup agreement (with customary exceptions for a sponsor-backed company) with the managing underwriter for a period not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending exceed ninety (90) days after (from the pricing date of such offering or for such shorter period as to which the managing underwriter(s) may agree)underwriter shall agree to, the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that requested by a managing underwriter of any Underwritten Offering effected by the Company 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(sunderwriter for a period not to exceed ninety (90) agree to waive days from the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice pricing date of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale offering or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree)shall agree to. Notwithstanding the foregoing, except as part 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 such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and the Company’s then-outstanding shares of Class A Common Stock. The Company agrees to use all its reasonable best efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (Class A Common Stock, purchased or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased otherwise acquired from the Company at any time after the date of this Agreement (other than in a registered public offering) at any time to agree agree, and shall use its reasonable best efforts to cause each 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 first sentence of this clause (a) on each occasion that any Holder is required to do so pursuant to the first sentence in this clause (a). (b) The Company hereby agrees, to the extent requested by a managing underwriter of any Underwritten Offering, not to effect sell, transfer or otherwise dispose of, any sale or distribution of any such securities during such period Class A Common Stock (except other than as part of such Underwritten OfferingOffering or a registration on Form S-4 or Form S-8 or any similar or successor forms which is (x) then in effect or (y) shall become effective upon the conversion, if otherwise permitted). Each Holder agrees to enter into exchange or exercise of any agreements then outstanding Class A Common Stock) during the time period reasonably requested by any the managing underwriter, not to exceed ninety (90) days from the pricing date of such offering or such shorter period as the managing underwriter reflecting shall agree; and the terms Company shall so provide in any registration rights agreements hereafter entered into with respect to any of this Section 6its securities.

Holdback Agreement. The Eligible Holders shall not offer for sale (a) Each Holder agrees not to effect including by short sale), grant any sale, transferoption for the purchase of, or other actual or pecuniary otherwise transfer (including heading and similar arrangements) 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 any Registrable the economic benefits or risks of ownership of Company Securities or of otherwise), any other equity securities Company Securities (or interests therein) in the Company without the prior written consent of the CompanyCompany for a period designated by the Company in writing to the Eligible Holders, or any securities convertible into or exchangeable or exercisable for such stock or securitieswhich shall begin (i) in the case of a Takedown Demand, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), earlier of the date of the underwriting agreement and the commencement of marketing efforts or (ii) for any other offering, seven (7) days before the effective date of the registration statement, and shall not last longer than ninety (90) days following such effective date, subject, in each case, to reasonable extension as determined by the Company to the extent necessary to avoid a blackout of research reports under applicable regulations of the 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 cutbacks imposed on such Major Shareholder in an Underwritten Offering 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 a Registration Statement other than Registrable Securities sold 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 such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed any employee share plan or other employee benefit plan arrangement. If requested by the underwriters on managing underwriter of any such offering and subject to the approval of the Company, the officers, directors or any other affiliate of 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 or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be Securities subject to the foregoing restrictions restriction until the end of the Holdback Period. Notwithstanding the foregoing, if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit such offering waive all or similar planany portion of the Holdback Period with respect to any Eligible Holders, any dividend reinvestment planthe Company, or a business acquisition or combination and to the Requesting Equity Holders, as applicable, will use all reasonable best efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from managing underwriters to apply the Company at any time after the date of this Agreement (same waiver to all other than in a registered offering) to agree not to effect any sale or distribution Eligible Holders. The obligations of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of person under this Section 63.3 are not in limitation of holdback or transfer restrictions that may otherwise apply by virtue of any other agreement or undertaking.

Holdback Agreement. (a) Each Holder agrees not to effect If (x) the Company shall file a Registration Statement (other than a registration statement (i) on Form S-8 or any salesuccessor form thereto, transfer, (ii) filed solely in connection with a dividend reinvestment plan or other actual employee benefit plan covering officers or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities directors of the Company, Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition, exchange offer or similar corporate transaction) with respect to an underwritten public offering of Shares or similar securities or securities convertible into into, or exchangeable or exercisable for for, such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; securities and (iiy) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided furtherwith reasonable prior notice, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part advise the Company in writing (in which case the Company shall provide Securityholders with a copy of such Demand Registration underwriter's notice) that a sale or distribution of Registrable Securities would materially adversely affect such offering, then, to the extent not inconsistent with applicable law, unless such managing underwriter or underwriters otherwise agree, no Securityholder shall, directly or indirectly, sell, offer, contract or grant any option to sell (including, without limitation, in connection with any employee benefit or similar planshort sale), any dividend reinvestment planpledge, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement transfer (other than in a registered offeringto Affiliates), establish an open "put equivalent position" within the meaning of Rule16a-l(h) to agree not to effect any sale under the Exchange Act, or distribution otherwise dispose of any such securities during such period Registrable Securities held by it (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees underwritten public offering) during the period beginning seven days prior to enter into any agreements reasonably requested by any the effective date of such Registration Statement and continuing until the earlier of (A) the abandonment of such offering and (B) 90 days (or such shorter period of time as is sufficient and appropriate in the opinion of the managing underwriter reflecting or underwriters in order to complete the terms sale and distribution of securities included in such registration) after the effective date of such Registration Statement (each such period, a "Hold Back Period"); provided, that no Securityholder shall be subject to the restrictions contained in this Section 6SECTION 4(A) unless each officer and director of the Company regardless of the number of Shares then owned by such officer or 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 restrictions. (b) If (x) the Company shall file a Registration Statement in connection with an underwritten offering made pursuant to a Demand Registration or that involves a Piggyback Registration (other than a registration statement (i) on Form S-8 or any successor thereto, (ii) filed solely in connection with a dividend reinvestment plan or 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 similar corporate transaction with respect to an underwritten public offering of Shares or similar securities or securities convertible into, or exchangeable or exercisable for, such securities) and (y) with reasonable prior notice, the managing underwriter or underwriters advise the Company in writing (in which case the Company shall provide Securityholders with a copy of such underwriter's notice) that a sale or distribution of securities of the Company would materially adversely affect such offering, then, to the extent not inconsistent with applicable law, unless such managing underwriter or underwriters otherwise agree, the Company shall not, 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-l(h) under the Exchange Act, or otherwise dispose of any securities of the Company (except as part of such underwritten public offering or other than pursuant to any employee stock option, ownership or purchase plans or 401(k) plan then existing, or upon the conversion or exchange of convertible or exchangeable securities then outstanding) during the applicable Hold Back Period.

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) Each Holder agrees not files a registration statement (other than in connection with the registration of securities issuable pursuant to effect any salean employee stock option, transferstock purchase or similar plan or pursuant to a merger, exchange offer or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities a transaction of the Company, type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of Common Stock or any securities convertible into 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 stock 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), during covering the period beginning seven (7) commencing on the date of the prospectus pursuant to which such offering may be made and continuing until no more than 60 days prior tofrom the date of such prospectus, and ending ninety (90) days after (or for such shorter period as shall be required by any director, executive officer or other stockholder who is required to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to execute a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, “lock-up” agreement; provided that such obligation shall only apply where (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the all “Section 16” executive officers, directors or any and other affiliate stockholders of the Company party hereto or any to other stockholder of agreements with the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; containing corresponding requirements are similarly bound and (ii) the Holders shall not be subject terms of the Investors’ lock-up are no more restrictive than the terms of the lock-ups applicable to any other stockholder who has registration rights with respect to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale Common Stock or distribution of its equity securities (or any securities convertible into into, or exchangeable or exercisable for for, such securities) during the seven securities that has executed such a lockup (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree)and, except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from if the Company at any time after the date of this Agreement (other than in a registered offering) agrees to agree not to effect any sale or distribution of waive any such securities during lockup for any such period (except as part of such Underwritten Offeringother stockholder, if otherwise permittedthe Company shall also waive the Investors’ lockup to the same extent). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.

Holdback Agreement. Each of the Holders (aregardless of whether or not such Holder is a selling stockholder in any Fully Marketed Underwritten Offering initiated pursuant to Section 4(a), and, in each case, with respect to the Registrable Shares not included in such Fully Marketed Underwritten Offering) Each Holder and the Company agrees not to, directly or indirectly offer, sell, pledge, contract to effect any sale, transfer, or other actual or pecuniary transfer sell (including heading and similar arrangements) any short sale), grant any option to purchase or otherwise dispose of any Registrable Securities or of any other equity securities of the Company, Company or enter into any hedging transaction relating to any equity securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven forty-five (745) days prior to and during the ninety (90)-day period beginning on the effective pricing date of any underwritten Demand Registration (or for such shorter period as Fully Marketed Underwritten Offering initiated pursuant to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%Section 4(a) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if underwritten registration or pursuant to registrations on Form S-8 or S-4 or any successor forms thereto) unless the underwriter managing the offering or the Participating Majority otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting a shorter period; provided that the terms Participating Majority shall be entitled to waive the provisions of this Section 65 with respect to any Holder or Holders; provided, further, however, that if the Participating Majority waives this Section 5 with respect to any Affiliate of any member of the Participating Majority, it shall not unreasonably withhold consent to a waiver of this Section 5 with respect to any other Holder who requests such a waiver. Notwithstanding anything herein to the contrary, the restrictions in this Section 5 do not apply either (i) to the vesting of restricted stock, the issuance by the Company of restricted stock under any Company stock option or stock purchase plan or director compensation plan, the grant of stock options under any Company stock option plan or upon the exercise of stock options issued under any such plan or (ii) to the settlement or closing by a Holder of a transaction, in accordance with its terms, that was established or entered into prior to the commencement of such 45-day period.

Holdback Agreement. (a) Each Holder agrees not to effect If (i) during any saleperiod that this Agreement remains in effect, transfer, REIT shall file a registration statement (other than a Special Registration Statement) that provides for the offer and sale by REIT of REIT Common Shares or other actual similar securities or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into into, or exchangeable or exercisable for for, such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders managing underwriter or underwriters appointed by REIT in respect of an underwritten public offering to be conducted by REIT pursuant to such registration statement advise REIT (in which case REIT promptly shall not be subject notify the Holders) that a public sale or distribution of Registrable Shares would materially adversely impact such offering, and (iii) all of REIT’s executive officers and directors execute agreements substantially identical to the foregoing restrictions if and those referred to in this Section 4, then each Holder shall, to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided furthernot inconsistent with applicable law, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect refrain from effecting any public sale or distribution of its equity securities Registrable Shares (or other than any securities convertible into or exchangeable or exercisable for such securitiesshares proposed to be sold pursuant to such registration statement) during the seven five (75) days prior to the pricing of such offering registration statement and during until the ninety earliest of (90)-day period beginning on A) the abandonment of such offering by REIT, (B) in connection with REIT’s first completed public offering pursuant to the Listing Registration Statement, 180 days following the effective date of that registration statement used in that offering, and (C) the termination in whole or in part of any underwritten Demand Registration (or for such shorter “hold back” period as to which agreed at the managing time of pricing by the underwriter or underwriters may agree), except as part in such offering from REIT or any Affiliate of such Demand Registration or REIT in connection with any employee benefit or similar plantherewith (each such period, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted“Hold Back Period”). Each Holder agrees subject to enter 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 agreements reasonably requested by any managing underwriter reflecting Person referred to in clause (iii) of the terms first sentence of this Section 64 is released from the holdback obligation described above. (b) In order to enforce any Hold Back Period, REIT shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 4 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder (and the securities of every other Person subject to such Hold Back Period) until the end of such Hold Back Period.

Holdback Agreement. (a) Each Holder agrees not to effect If the Company at any sale, transfer, or other actual or pecuniary transfer time shall register Registrable Securities (including heading and similar arrangementsany registration pursuant to terms hereof) of any Registrable Securities for sale to the public or of undertake any other equity securities Public Offering in which the Company sells Common Shares for its own account, the Qualified Investor Stockholders (if any) and the Management Stockholders will, at the request of the Company, enter into agreements with the managing underwriters, if any, in connection with any such Public Offering pursuant to which such Stockholders agree not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or Transfer any Common Shares or any securities convertible into or exchangeable or exercisable for Common Shares, whether now owned or hereafter acquired by any such stock Stockholder or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as with respect to which any such Stockholder undersigned has or hereafter acquires the managing underwriter(s) may agree)power of disposition (collectively, the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i“Lock-Up Securities”) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) enter into any swap or any other agreement or any transaction that Transfers, in whole or in part, directly or indirectly, the Holders shall not economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth settled by delivery of Common Shares or other securities, in cash or otherwise (in each case, other than those Common Shares included in such underwriting agreement for any registration pursuant to this Article V) without the prior written consent of the Persons set forth in the immediately preceding clause Company (iand any managing underwriters of such Public Offering); provided further, that none of the restrictions in this Section 6(a) shall apply to for a Holder if such Holder has provided an Opt-Out Notice to period designated by the Company in accordance with Section 2(c)(ii) prior writing to receiving notice of such Underwritten Offering and has Stockholders, which period shall not revoked such Opt-Out Notice; and begin more than ten (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (710) days prior to the effectiveness of the Registration Statement pursuant to which such Public Offering shall be made and during shall not last more than (i) 180 days after the ninety effective date of the Registration Statement relating to the Initial Public Offering, and (90)-day period beginning on ii) 90 days after the effective date of any underwritten Demand other Registration (or for such shorter period as Statement. The Company shall obtain the agreement of any Person permitted to which the managing underwriter or underwriters may agree), except as part of such Demand sell shares in a Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination to be bound by and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of comply with this Section 65.9 as if such Person was a Management Stockholder hereunder.

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 (an “IPO”), each Stockholder that is not otherwise a party to the Registration Rights Agreement hereby agrees that he, she or it, shall not sell publicly, make any short sale of, or otherwise dispose publicly of, any shares of Common Stock held by such Stockholder (other than sales or dispositions to members of his, her or its Group and other than with respect to those shares of Common Stock included in such registration) without the prior written consent of the Corporation, for a period (the “Lockup Period”) designated by the Corporation in writing to the Stockholders, 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 (the “Registration Date”) and shall not last more than 180 days after the Registration Date; provided, however, that (a) Each Holder agrees the Lockup Period shall not apply to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) the sale of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as shares to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made an underwriter pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offeringan underwriting agreement, provided that (ib) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the all executive officers, directors and holders of one percent (1%) or any other affiliate more of the Company or any other stockholder capital stock of the Company Corporation on whom a restriction is imposed or with whom Fully-Diluted Basis must agree to a Lockup Period of at least the Company has granted same duration and on substantially similar terms and (c) all parties subject to a Lockup Period shall only be released early from their obligations thereunder on a pro rata basis (after giving effect to respective registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons “cut-back” provisions, as applicable, set forth in the immediately preceding clause Registration Rights Agreement). Notwithstanding the foregoing, if (i); provided further, that none ) during the last 17 days of the restrictions in this Section 6(a) shall apply to 180-day restricted period, the Corporation issues an earnings release or material news or a Holder if such Holder has provided an Opt-Out Notice material event relating to the Company in accordance with Section 2(c)(iiCorporation occurs; or (ii) prior to receiving notice the expiration of such Underwritten Offering and has not revoked such Optthe 180-Out Notice; and (b) day restricted period, the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) Corporation announces that it will release earnings results during the seven (7) days prior to and during the ninety (90)-day 16-day period beginning on the effective date last day of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree)180-day period, except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested restrictions imposed by any managing underwriter reflecting the terms of this Section 63.11 shall continue to apply until the expiration 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. (a) Each 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 not agrees, if and to effect any sale, transfer, or other actual or pecuniary transfer the extent (including heading i) requested by the managing underwriter of such underwritten offering and similar arrangements(ii) of any Registrable Securities or of any other equity securities all of the Company’s executive officers and directors execute agreements identical to those referred to in this Section 6, or any securities convertible into or exchangeable or exercisable for such stock or securities, that it shall not during the period beginning seven (7) days prior toon, and ending ninety (90) days after (subject to one extension of no more than 17 days if required by the underwriters in connection with NASD Rule 2711(f)(4) or any similar or successor provision) (or for such shorter period as to may be permitted by such managing underwriter or such earlier date on which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder Affiliate or executive officer of the Company on whom a restriction is imposed or permitted to sell shares of Common Stock) after, the effective date of the registration statement filed in connection with whom such Registration (the Company has granted registration rights “Holdback Period”), except for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth Registrable Securities included in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided furtherRegistration, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of, directly or indirectly, any of its equity securities (the Registrable Securities or any securities convertible into or exercisable or exchangeable or exercisable for Common Stock held immediately prior to the effectiveness of the registration statement for such securitiesoffering, including any sale pursuant to Rule 144 under the Securities Act; provided that such restrictions shall not apply to (v) during the seven any pledges of Registrable Securities by a Holder in favor of a lender or other similar financing source, (7w) days 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, (x) the transfer of Registrable Securities to any beneficiary of a Holder pursuant to a will, other testamentary document or applicable 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 during no filing by any party (donor, donee, transferor or transferee) under the ninety Exchange Act shall be required or shall be voluntarily made in connection with such transfer (90)-day period beginning other than (i) a filing on a Form 5 made when required and (ii) filing a report under Section 16(a) of the effective date Exchange Act in connection with a transfer or distribution to an Affiliate, provided that such report discloses that the transfer is to an Affiliate of such entity and that the transferee will be bound by the terms of this Agreement as if it were the Holder) 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 to a charitable or family trust, provided that the transferee or distributee agrees to be bound in writing by the terms of this Agreement prior to such transfer and no filing by any party under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made when required). No Holder subject to this Section 6 (or 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 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 Holders of any such release within three (3) business days after such release. If requested by the managing 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. (b) In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other Person subject to the foregoing restriction) until the end of such period. (c) In the case of an underwritten Demand Registration (offering of Registrable Securities pursuant to Section 3(b) or for such shorter period as Section 3(c) or an underwritten Takedown pursuant to which Section 3(a)(ii), the Company agrees, if and to the extent requested by the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar planunderwritten offering, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect (or Register for sale) any public sale or distribution of any shares of Common Stock for the Company’s own account during the period beginning on, and ending ninety (90) days (subject to one extension of no more than 17 days if required by the underwriters in connection with NASD Rule 2711(f)(4) or any similar or successor provision) (or such shorter period as may be permitted by such managing underwriter) after, the effective date of the registration statement filed in connection with such Registration, except for securities of the Company to be offered for the Company’s account in such underwritten offering. If requested by the managing underwriter, the Company shall enter into a lock-up agreement with the applicable underwriters that is consistent with the agreement in the preceding sentence. Notwithstanding the foregoing, the Company may effect a public sale or distribution of Common Stock and other securities for the Company’s own account during such the period described above (except i) pursuant to Registrations on Forms S-4 or S-8 or any successor registration forms or (ii) as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees any offering and sale to enter into employees or directors of the Company pursuant to any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6stock plan or other benefit plan arrangement.

Holdback Agreement. (a) Each 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 not agrees, if and to effect any sale, transfer, or other actual or pecuniary transfer the extent (including heading i) requested by the managing underwriter of such underwritten offering and similar arrangements(ii) of any Registrable Securities or of any other equity securities all of the Company’s named executive officers and directors execute agreements identical to those referred to in this Section 2.6, or any securities convertible into or exchangeable or exercisable for such stock or securities, that it shall not during the period beginning seven (7) days prior toon, and ending ninety (90) days after (subject to one extension of no more than 17 days if required by the underwriters in connection with FINRA Rule 2711(f)(4) or any similar or successor provision) (or for such shorter period as to which the may be permitted by such managing underwriter(sunderwriter) may agree)after, the effective date of the underwriting agreement of each Underwritten Offering made pursuant to a registration statement filed in connection with such Registration Statement other than (the “Holdback Period”), except for Registrable Securities sold pursuant to included in such Underwritten Offeringregistration or as otherwise agreed between such Holder and such managing underwriter, provided that (i) notwithstanding the foregoinglend, the duration 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 the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (Common Stock or any securities convertible into or exercisable or exchangeable or exercisable for Common Stock held immediately prior to the effectiveness of the Registration Statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of 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) during the seven (7) days , 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 and during the ninety (90)-day period beginning on of the effective date of any underwritten Demand Registration (or for such shorter period as to which Holdback Period unless the managing underwriter or underwriters may agree), except as part Holder of such Demand Registration or Registrable Securities had proposed to sell Registrable Securities in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and the offering. No Holder subject to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (this Section 2.6 or any securities convertible 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 exchangeable or exercisable for such securities) which contemplated by this Section 2.6 unless all Holders are or may be purchased also released from their obligations under Section 2.6. In the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution event of any such release the Company shall notify the Holders of any such release within three (3) business days after such release. If requested by the managing 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 (b) In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities during of every other Person subject to the foregoing restriction) to the extent transfers are so restricted, until the end of such period (except as period. 1 The other provisions of this section do not create an affirmative covenant on the part of such Underwritten Offeringthe Holders to execute a separate agreement required by the underwriters, if otherwise permitted). Each Holder agrees and the underwriters will desire privity of contract as to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6lock-up agreements.

Holdback Agreement. (ai) Each Holder agrees not Except to effect the extent required by any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) agreement in existence as of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offeringthis Agreement, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of or otherwise dispose of its equity securities (or any securities convertible into or exchangeable or exercisable exer cisable for any of such securities) securities during the seven (7) days prior to the date any underwritten registration pursuant to Section 2.1 (a) has become effective and during the period ending on the earlier of (A) ninety (90) days after any underwritten registration pursuant to Section 2.1(a) has become effective, (B) the day on which the underwriting syndicate of such offering shall have been disbanded, and (C) such date as the Company, the managing underwriter and the Stockholder shall otherwise agree, except as part of such underwritten registration and except in connection with a stock option plan, stock purchase plan, managing directors' plan, savings or similar plan, or an acquisition of a business, merger or exchange of stock for stock. (ii) If (A) during the Effective 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 its Common Stock and Stockholder shall not have exercised its rights under Section 2.2 with respect to the Registration Statement and (B) with reasonable prior notice, the Company (in the case of a non-underwritten offering by the Company pursuant to such registration statement) advises the Stockholder in writing that a public sale or distribution of the Registrable Securities would have a material adverse impact on such offering or the managing underwriter or underwriters (in the case of an underwritten offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall notify the Stockholder) that a public sale or distribution of Registrable Securities would have a material adverse impact on such offering, then the Stockholder shall, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities during the seven (7)-day period prior to, and during the ninety (90)-day period beginning on on, the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6registration statement.

Holdback Agreement. In connection with any Underwritten Shelf Takedown or other registered underwritten offering of equity securities by the Company (aa “Company Underwritten Offering”) Each 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 not agrees, with respect to effect the Registrable Securities owned by such Holder, to be bound by any and all restrictions on the sale, transferdisposition, distribution, hedging or other actual or pecuniary transfer (including heading and similar arrangements) 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 of any other equity securities of the Companyregistered underwritten offering), or any securities convertible into or exchangeable or exercisable for such stock or securities, during as are imposed on the Company, without prior written consent from the managing underwriter of such Company Underwritten Offering, for the period beginning seven (7) days prior to, commencing on and ending ninety (90) 90 days after (or for such shorter period as to which the managing underwriter(s) may agree), following the date of the underwriting agreement pricing of each such Company Underwritten Offering made (subject to extension in connection with any earnings release or other release of material information pursuant to a Registration Statement other than Registrable Securities sold pursuant FINRA Rule 2711(f) to such Underwritten Offering, provided that the extent applicable) (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed “Lock-Up Period”). If requested by the underwriters on any managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject ’s underwriters to the foregoing restrictions if and to the extent such effect that the managing underwriter(s) agree to waive the restriction set forth Company’s underwriters in such underwriting agreement for any relevant Company Underwritten Offering shall be third party beneficiaries of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall 2.3. The provisions of this Section 2.3 will no longer apply to a Holder if once such Holder has provided an Opt-Out Notice 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 Company contrary set forth in accordance with this Section 2(c)(ii2.3, (i) prior each Holder may sell or transfer any Registrable Securities to receiving notice any Affiliate of such Underwritten Offering Holder, so long as such Affiliate agrees to be and has not revoked remains bound hereby, (ii) each Holder may enter into a bona fide pledge of any Registrable Securities (and any foreclosure on any such Opt-Out Notice; pledge shall also be permitted), and (biii) any hedging transaction with respect to an index or basket of securities where the equity securities of the Company agrees constitute a de minimis amount shall not be prohibited pursuant to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 62.3.

Holdback Agreement. (a) Each Holder agrees 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. (b) If the Corporation at any time shall register shares of Common Stock under the Securities Act (including any registration pursuant to Sections 2, 3 or 4 hereof) for sale to the public in an underwritten offering, no Investor shall sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of, any Registrable Shares (other than those shares of Common Stock included in such registration pursuant to Sections 2, 3 or 4 hereof) without the prior written consent of the Corporation, for a period as shall be determined by the relevant managing underwriters, which period shall not last more than 180 days after the effective date of such Registration Statement. From and after the date hereof, 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. (c) 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 sale, transfer, public sale or other actual or pecuniary transfer (including heading and distribution of securities similar arrangements) of any Registrable Securities or of any other equity securities of the Companyto those being registered, or any securities convertible into or exercisable or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which shall be determined by the Corporation and the managing underwriter(s) may agree)underwriters, the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders which period shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other less than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 65 days.

Holdback Agreement. (a) Each In consideration for the Company 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 reasonable request of the underwriters managing any such underwritten offering, not to effect (other than pursuant to such offering) any salepublic sale or distribution of Registrable Securities, transferincluding, but not limited to, any sale pursuant to Rule 144, or other actual make any short sale of, grant any option for the purchase of, or pecuniary transfer (including heading and similar arrangements) otherwise dispose of any Registrable Securities or of Securities, any other equity securities of the Company, Company or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any equity securities of the Company, in each case without the officersprior written consent of such underwriters and subject to customary exceptions, directors during the Holdback Period; provided that nothing herein will prevent (i) any Holder that is a partnership or any other affiliate of the Company or any other stockholder of the Company on whom corporation from making a restriction transfer to an Affiliate that is imposed or otherwise in compliance with whom the Company has granted registration rights for any of its equity securities; and 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 not be apply to the other Holders as well, pro rata based upon the number of shares subject to the foregoing restrictions such obligations. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if and to the extent that reasonably requested by the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided furtherunderwriter or underwriters, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has will not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its any common equity securities (or any securities convertible into or exchangeable or exercisable for such securitiescommon equity) during the seven (7other than a registration statement (i) days prior to and during the ninety on Form S-4, Form S-8 or any successor forms thereto or (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or ii) filed solely in connection with an exchange offer or any employee benefit or similar plan, any dividend reinvestment plan) for its own account, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from during the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6Holdback Period.

Holdback Agreement. (a) Each 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 not agrees, if and to effect any sale, transfer, or other actual or pecuniary transfer the extent (including heading i) requested by the managing underwriter of such underwritten offering and similar arrangements(ii) of any Registrable Securities or of any other equity securities all of the Company’s named executive officers and directors execute agreements identical to those referred to in this Section 2.6, or any securities convertible into or exchangeable or exercisable for such stock or securities, that it shall not during the period beginning seven (7) days prior toon, and ending ninety (90) days after (subject to one extension of no more than 17 days if required by the underwriters in connection with FINRA Rule 2711(f)(4) or any similar or successor provision) (or for such shorter period as to which the may be permitted by such managing underwriter(sunderwriter) may agree)after, the effective date of the underwriting agreement of each Underwritten Offering made pursuant to a registration statement filed in connection with such Registration Statement other than (the “Holdback Period”), except for Registrable Securities sold pursuant to included in such Underwritten Offeringregistration or as otherwise agreed between such Holder and such managing underwriter, provided that (i) notwithstanding the foregoinglend, the duration 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 the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (Common Stock or any securities convertible into or exercisable or exchangeable or exercisable for Common Stock held immediately prior to the effectiveness of the Registration Statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of 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) during the seven (7) days , 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 and during the ninety (90)-day period beginning on of the effective date of any underwritten Demand Registration (or for such shorter period as to which Holdback Period unless the managing underwriter or underwriters may agree), except as part Holder of such Demand Registration or Registrable Securities had proposed to sell Registrable Securities in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and the offering. No Holder subject to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (this Section 2.6 or any securities convertible 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 exchangeable or exercisable for such securities) which contemplated by this Section 2.6 unless all Holders are or may be purchased also released from their obligations under Section 2.6. In the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution event of any such release the Company shall notify the Holders of any such release within three (3) business days after such release. If requested by the managing 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 (b) In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities during such period (except as part of every other Person subject to the foregoing restriction) to the extent transfers are so restricted, until the end of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6period.

Holdback Agreement. Each Holder agrees that in the event (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of proposes to offer for sale to the Company on whom a restriction is imposed or with whom the Company has granted registration rights for public any of its equity securities; , (b) such Holder is requested by the Company and any underwriter engaged by the Company in connection with such offering to sign an agreement restricting the sale or other 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 Holders 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 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 Company and the underwriters, not to exceed the seven (7) day period prior to and 180 days following the closing of the offering (such period, the “Lock-Up Period”). Such agreement shall not be in writing and in form and substance reasonably satisfactory to the Company and such underwriter and pursuant to customary and prevailing terms and conditions. Notwithstanding whether the 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 Company subject to the foregoing restrictions if and to until the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any end of the Persons set forth in Lock-Up Period. Notwithstanding the immediately preceding clause foregoing, if any Affiliate of the Company is or becomes subject to a shorter Lock-Up Period under any lock-up agreement (i); provided further, that none including but not limited to as a result of any discretionary waiver or termination of the restrictions in this Section 6(a) shall apply to a Holder if of any or all of such Holder has provided an Opt-Out Notice to agreements by the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Optor the underwriters), then the Lock-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for Up Period shall be such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6period.

Holdback Agreement. (a) Each Holder agrees not Notwithstanding anything in this Agreement to effect the contrary, if after any sale, transfer, or other actual or pecuniary transfer registration statement to which the rights hereunder apply becomes effective (including heading and similar arrangements) prior to completion of any Registrable Securities sales thereunder), the Company’s Board of Directors determines in good faith that the failure of the Company to (i) suspend sales of stock under the registration statement or of any other equity securities of (ii) amend or supplement the registration statement, would have a material adverse effect on the Company, the Company shall so notify each Holder participating in such registration and each Holder shall suspend any further sales under such registration statement until the Company advises the Holder that the registration statement has been amended or that conditions no longer exist which would require such suspension, provided that the Company may impose any securities convertible into such suspension for no more than 60 days and no more than two (2) times during any twelve month period. (b) If requested by the Company or exchangeable or exercisable its underwriters, none of the Holders will sell their Registrable Securities for such stock or securities, during a specified period (not to exceed one hundred and eighty (180) days) following the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the effective date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, IPO; provided that (i) notwithstanding the foregoingall executive officers, the duration directors, holders of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any one percent (1%) or more of the Company’s outstanding Equity Securities, the officers, directors or any and all other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or persons with whom the Company has granted registration rights for any of its equity securities; enter into similar agreements and (ii) that in the Holders shall not be event any person subject to any lock-up agreement related to the offering (a “Released Person”) is released from the restrictions therein (the “Lock-up Restrictions”), a percentage of shares of the Common Stock held by each Holder equal to the amount of shares released in favor of such Released Person divided by the total number of shares of Common Stock held by such person that is subject to the foregoing restrictions if Lock-up Restrictions shall be immediately and fully released from any remaining Lock-up Restrictions. Furthermore, with respect to any shares of the Company offered or traded in the public market (including pursuant to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (IPO or any securities convertible into or exchangeable or exercisable for such securities) during market that may develop pursuant to Rule 144A promulgated under the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agreeSecurities Act), except as part of such Demand Registration investors shall be permitted to acquire or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution dispose of any such securities during shares without regard to such period (except market standoff provision. The terms of the market standoff may not be amended as part to any investment company without the consent of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6investment company.

Holdback Agreement. (a) Each Whenever the Company proposes to effect a Registration of any of its equity securities under the 1933 Act for its own account (other than on Form X-0, X-0, X-0 or any similar successor form or another form used for a purpose similar to the intended use of such forms) in an underwritten offering or is required to use commercially reasonable efforts to effect the registration of any Registrable Shares under the 1933 Act pursuant to a request by or on behalf of a Demand Holder pursuant to Section 6.2 in connection with an underwritten offering (including in connection with an IPO pursuant to Section 6.1), if requested by the underwriters of such offering, each Holder of Registrable Shares hereby agrees, or does agree by acquisition of its Registrable Shares (and the Company further agrees to use reasonable best efforts to cause each of the Directors and executive Officers of the Company), not to effect any sale or distribution, including any sale pursuant to Rule 144 under the 1933 Act, or to request registration under Section 6.2 of any Registrable Shares during the Lock-up Period, except as part of such Registration; provided that exceptions shall exist for, following an IPO, small non-employee Holders in accordance with customary underwriting practices. If requested by such managing underwriter, each Holder of Registrable Shares agrees to execute a holdback agreement in customary form, consistent with the terms of this Section 6.10(a) and, in any case, on terms no less favorable to the Holders than the holdback agreements executed by the Company’s directors and executive Officers. No Holder’s obligations pursuant to a holdback agreement (other than small non-employee Holders in accordance with customary underwriting practices) shall be released or waived unless comparable waivers or releases are granted to the other Holders. (b) The Company agrees not to effect any salesale or distribution of any of its Equity Securities or securities convertible into or exchangeable or exercisable for any of such securities within the Lock-up Period after an underwritten offering (except as part of such underwritten registration or pursuant to registrations on Form X-0, transferX-0 or S-3 or any successor forms thereto), except that such restriction shall not prohibit (i) grants of employee stock (or membership interest) options or other actual equity awards or pecuniary transfer other issuances of capital stock (including heading and similar arrangementsor membership interests) pursuant to the terms of any Registrable Securities a Company employee benefit plan approved by the Board, issuances by the Company of capital stock (or membership interests) pursuant to the vesting of equity awards or the exercise of such options or the exercise of any other employee stock (or membership interest) options outstanding on the date hereof or subject to any equity securities incentive (or membership interest) plan, (ii) the Company from issuing shares of capital stock in private placements pursuant to Section 4(a)(2) of the 1933 Act or in connection with a strategic alliance or other similar business transaction approved by the Board, or (iii) the Company from publicly announcing its intention to issue, or actually issuing, shares of capital stock to equityholders of another entity as consideration for the Company’s acquisition of, or merger with, such entity. In addition, upon the request of the managing underwriter, the Company shall use commercially reasonable efforts to cause each holder of its Equity Securities or any securities convertible into or exchangeable or exercisable for any of such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), securities whether outstanding on the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors this Agreement or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company issued at any time after the date of this Agreement (other than any such securities acquired in a registered public offering) ), to agree not to effect any such public sale or distribution of any such securities during such period (period, except as part of any such Underwritten OfferingRegistration if permitted, if otherwise permitted). Each Holder agrees and to cause each such holder to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6a holdback or similar agreement in customary form.

Holdback Agreement. (a) Each Holder If requested in writing by the Company or the underwriter of any underwritten offering affording Stockholders registration rights pursuant to Section 3.1 (whether or not some or all of such Stockholder's Registrable Securities are subject to a cutback pursuant to Section 3.1.4), including, without limitation, an IPO, each Stockholder agrees not to effect any salepublic sale or distribution, transferincluding any sale pursuant to Rule 144, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities security of the Company, Company or of any securities security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than as part of such stock underwritten public offering) within 14 days before or securities, during the period beginning seven (7) days prior to, and ending ninety (90) 180 days after the effective date of a registration statement affording Stockholders registration rights pursuant to Section 3.1 (including where subject to a cutback pursuant to Section 3.1.4), or for such shorter period as the sole or lead managing underwriter or the Company shall request, in any such case, unless consented to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to by such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of underwriter or the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securitiesas applicable; and (ii) the Holders shall not be subject to the foregoing restrictions if and notwithstanding, to the extent a Discount Note Purchaser is a passive institutional investor that the managing underwriter(s) agree to waive the restriction set forth does not hold Registrable Securities representing in such underwriting agreement for any excess of 0.6% of the Persons set forth in the immediately preceding clause (i); provided furtheroutstanding shares of Common Stock prior to an offering, that none of the restrictions in this Section 6(a3.4(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice Discount Note Purchaser only with respect to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and Discount Note Purchaser's Registrable Securities. (b) If requested in writing by the underwriter of any offering in connection with an underwritten Demand Registration, the Company agrees not to effect any public sale or distribution (other than public sales or distributions solely by and for the account of its equity the Company of securities issued (i) pursuant to any employee or director benefit or similar plan or any securities dividend reinvestment plan or (ii) in any acquisition by the Company) of any Registrable Securities or any other equity security 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 securities) during the seven (7) underwritten public offering), within 14 days prior to and during the ninety (90)-day period beginning on before or 180 days after the effective date of any underwritten a registration statement filed in connection with a Demand Registration (Registration, or for such shorter period as to which the sole or lead managing underwriter or underwriters may agree)shall request, except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during case, unless consented to by such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6underwriter.

Holdback Agreement. In consideration for the Company 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 (aother 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) Each Holder agrees in connection with any registration of the Company’s securities (whether or not such Stockholder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, to effect any salenot ( x) offer, transfersell, contract to sell, pledge or other actual otherwise dispose of, directly or pecuniary transfer (including heading and similar arrangements) of indirectly, any Registrable Securities or securities convertible or exchangeable or exercisable for Common Stock (“Lock-Up Securities”), or enter into a transaction which would have the same effect, (y) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the 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 equity arrangement without the prior written consent of the Company or such underwriters, as the case may be, during the 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 (or securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven common equity) (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offeringa registration statement (A) on Form X-0, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors Xxxx X-0 or any other affiliate of the Company successor forms thereto or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (iiB) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or filed solely in connection with an exchange offer or any employee benefit or similar plan, any dividend reinvestment plan) for its own account, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from during the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6Holdback Period.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven Company and each Holder (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided a Holder that (i1) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate is not an employee of the Company or any other stockholder 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) such period following the effective 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 on whom a restriction is imposed filed in connection with the IPO as may be requested by the underwriter or with whom the Company has granted registration rights for any underwriters of its equity securities; and such underwritten offering, (ii) the Holders with respect to underwritten offerings (other than Non-Marketed Underwritten Shelf Take-Downs) only, such period (which period shall not be in no event exceed 90 days, subject to the foregoing restrictions if and any applicable “booster shot” extensions to the extent that required under the managing underwriter(sapplicable regulations of FINRA) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on following the effective date of any underwritten Demand Registration a registration statement of the Company filed under the Securities Act subsequent to the IPO (or or, if later in the case of a Marketed Underwritten Shelf Take-Down, the date the underwriting agreement for such shorter period Marketed Underwritten Shelf Take-Down is entered into) as to which may be requested by the managing underwriter or underwriters may agree), except as part of such Demand Registration 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 in connection with 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 employee benefit underwriter, offer, sell, contract to sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or similar plan, any dividend reinvestment planright to purchase of, or a business acquisition otherwise transfer or combination and dispose of (other than to use all reasonable efforts donees who agree to cause each holder of at least five percent (5%be similarly bound) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company Registrable Securities held by it at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (which prohibition precludes such Holder and its Affiliates from engaging in any hedging transaction with respect to Registrable Securities), except as part Registrable Securities included in such registration; provided, that with respect to restrictions imposed pursuant to clause (iii) above, in 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 extent required under the applicable regulations of such Underwritten Offering, if otherwise permittedFINRA ). Each Holder agrees that it shall deliver to enter into the underwriter or underwriters of any agreements reasonably requested by any managing underwriter offering to which clause (i), (ii) or (iii) is applicable a customary agreement reflecting its agreement set forth in this Section 2.12. For the terms 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 Shelf Take-Down Piggyback Election is made. For the avoidance of doubt, for the purposes of this Section 62.12, a Management Vehicle shall be deemed to be an employee of the Company.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed If so requested by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or Underwriters’ Representative in connection with any employee benefit an offering of securities covered by a registration statement filed by VMware, whether or similar plannot Registrable Securities of the Holders are included therein, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to Holder shall agree not to effect any sale or distribution of the Shares, including any sale under Rule 144, without the prior written consent of the Underwriters’ Representative (otherwise than through the registered public offering then being made), within seven (7) days prior to or ninety (90) days (or such securities during such lesser period as the Underwriters’ Representative may permit) after the Effective Date of the registration statement (except as part or the commencement of the offering to the public of such Underwritten Offering, if otherwise permittedRegistrable Securities in the case of Rule 415 Offerings). Each Holder agrees The Holders shall not be subject to enter into the restrictions set forth in this Section 4.11 for longer than an aggregate of ninety-seven (97) days during any agreements reasonably 12-month period. (b) If so requested by the Underwriters’ Representative in connection with an offering of any managing underwriter reflecting Registrable Securities, VMware shall agree not to effect any sale or distribution of VMware Capital Stock, without the terms prior written consent of the Underwriters’ Representative (otherwise than through the registered public offering then being made or in connection with any acquisition or business combination transaction and other than in connection with stock options and employee benefit plans and compensation), within seven (7) days prior to or ninety (90) days (or such lesser period as the Underwriters’ Representative may permit) after the Effective Date of the registration statement (or the commencement of the offering to the public of such Registrable Securities in the case of Rule 415 Offerings) and shall use its reasonable best efforts to obtain and enforce similar agreements from any other Persons if requested by the Underwriters’ Representative; provided that VMware or such Persons shall not be subject to the restrictions set forth in this Section 64.11 for longer than an aggregate of ninety-seven (97) days during any twelve (12) month period. (c) Notwithstanding anything else in this Section 4.11 to the contrary, no Holder shall be precluded from distributing to any or all of its stockholders any or all of the Registrable Securities.

Holdback Agreement. (a) Each Holder agrees not If (x) the Company shall file a Registration Statement (other than an Exempted Registration) with respect to effect any sale, transfer, an underwritten public offering of Common Stock or other actual similar securities or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into into, or exchangeable or exercisable for for, such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; securities and (iiy) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided furtherwith reasonable prior notice, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part advise the Company in writing (in which case the Company shall notify the Stockholders with a copy of such Demand Registration underwriter’s notice) that a sale or distribution of Registrable Shares would materially adversely affect such offering, then, to the extent not inconsistent with applicable law, unless such managing underwriter or underwriters otherwise agree, no Stockholder shall, directly or indirectly, sell, offer, contract or grant any option to sell (including, without limitation, in connection with any employee benefit or similar planshort sale), any dividend reinvestment planpledge, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement transfer (other than in a registered offeringto Affiliates), establish an open “put equivalent position” within the meaning of Rule 16a-1(h) to agree not to effect any sale under the Exchange Act, or distribution otherwise dispose of any such securities during such period Registrable Shares held by it (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees underwritten public offering) during the period beginning 7 days prior to enter into any agreements reasonably requested by any the effective date of such Registration Statement and continuing until the earlier of (A) the abandonment of such offering and (B) 90 days (or such shorter period of time as is sufficient and appropriate in the opinion of the managing underwriter reflecting or underwriters in order to complete the terms sale and distribution of securities included in such registration) after the effective date of such Registration Statement (each such period, a “Hold Back Period”); provided, that no Stockholder shall be subject to the restrictions contained in 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 the provision of this Section 62.3(a) shall not be applicable to any Stockholder that beneficially owns less than 3% of the outstanding Common Stock of the Company (assuming conversion of all convertible securities of the Company beneficially owned by such Stockholder) if such Stockholder is not at such time an Affiliate of the Company or any of its directors and does not at such 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. (b) If (x) the Company shall file a Registration Statement in connection with an underwritten offering made pursuant to a Demand Registration or that involves a Piggyback Registration (other than an Exempted Registration) with respect to an underwritten public offering of Common Stock and (y) with reasonable prior notice, the managing underwriter or underwriters advise the Company in writing (in which case the Company shall notify the Stockholders with a copy of such underwriter’s notice) that a sale or distribution of securities of the Company would materially adversely affect such offering, then, to the extent not inconsistent with applicable law, unless such managing underwriter or underwriters otherwise agree, the Company shall not, 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 securities of the Company (except as part of such underwritten public offering) during the applicable Hold Back Period.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven Company and each Holder (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided a Holder that (i1) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate 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 or Section 2.3)) agrees that during (i) with respect to underwritten offerings (other stockholder 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 statement of the Company on whom filed under the Securities Act (or, if later in the case of a restriction Marketed Underwritten Shelf Take-Down, the date the underwriting agreement for such Marketed Underwritten Shelf Take-Down is imposed entered into) as may be requested by the underwriter or with whom the Company has granted registration rights for any underwriters of its equity securities; 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 Holders 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 be subject to the foregoing restrictions if and not, to the extent that requested by the managing underwriter(s) 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 waive the restriction set forth in such underwriting agreement for be similarly bound) any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company Registrable Securities held by it at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (which prohibition precludes such Holder and its Affiliates from engaging in any hedging transaction with respect to Registrable Securities), except as part of Registrable Securities included in such Underwritten Offeringregistration; provided, if otherwise permitted)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 enter into the underwriter or underwriters of any agreements reasonably requested by any managing underwriter offering to which clause (i) or (ii) is applicable a customary agreement reflecting its agreement set forth in this Section 2.12. For the terms 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 62.12, a Management Vehicle shall be deemed to be an employee of the Company.

Holdback Agreement. (a) Each Holder agrees not to effect In connection with any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities registration of the Company’s securities (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan) each Stockholder hereby agrees that, upon written request of the Company or the underwriters managing any underwritten offering of the Company’s securities, such Stockholder shall not sell, make any short sale of, loan, pledge or otherwise hypothecate or encumber, grant any option for the purchase of, or otherwise dispose of any securities convertible into Stockholder Shares (other than those included in the registration) without the prior written consent of the Company or exchangeable or exercisable such underwriters, as the case may be, for such stock or securities, during the period beginning seven of time (7not to exceed one hundred eighty (180) days prior to, and ending ninety (90) days after (or for such shorter period as to which following the managing underwriter(s) may agree), the effective date of a registration statement of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Company filed under the Securities sold pursuant to Act) as may be requested by the Company or such Underwritten Offering, managing underwriters; provided that (i) notwithstanding the foregoing, the duration officers and directors of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any Company who own stock of the Company, the officers, directors or as well as any other affiliate Stockholder who owns more than one percent (1%) of the Company or any other stockholder Common Stock of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; fully diluted, fully converted basis, also agree to such restrictions, and (ii) the Holders underwriters shall not be subject to release any party from any lock-up agreement or similar agreement (a “Lock Up Release”) without (x) providing the foregoing restrictions if and to the extent that the managing underwriter(sundersigned at least three (3) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) business days’ prior to receiving written notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of the Lock Up Release and (y) simultaneously releasing the undersigned and their affiliates to the same extent from any underwritten Demand Registration (lock-up letter or for such shorter period as 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 managing underwriter or underwriters may agree), except as part transferees of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and Stockholder Shares agree to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from bound by the Company at any time after the date provisions of this Agreement (other than to the extent the transferor would be so bound by executing an Instrument of Accession in a registered offering) to agree not to effect any sale or distribution the form of any such securities during such period (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.Exhibit B.

Holdback Agreement. (a) a. Restrictions on Public Sale by Holders of Registrable ----------------------------------------------------- Securities. Each Holder agrees of Registrable Securities, if requested by the Company ---------- and the managing underwriter in an underwritten offering, shall agree not to effect any sale, transfer, sell or other actual otherwise transfer or pecuniary transfer (including heading and similar arrangements) dispose of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made except those that are included in a piggyback registration pursuant to Section 5.3) for a specified period of time (the "Holdback Period") in the event that the Company notifies the Holders that it desires to file a registration statement (the "Company Registration Statement Statement") to register the sale of shares of common stock for its own account in an underwritten offering (other than Registrable Securities sold pursuant a registration relating solely to such Underwritten Offeringemployee benefit plans or a registration on Form S-4 relating solely to an SEC Rule 145 transaction); provided, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, all officers and directors or any other affiliate of the Company and all other persons with registration rights enter into similar agreements or any other stockholder of are otherwise similarly bound. The Holdback Period shall commence on the date the Company on whom a restriction Registration Statement is imposed or first filed with whom the SEC and shall terminate 90 days from the date the Company has granted registration rights for any of its equity securitiesRegistration Statement is declared effective by the SEC; and (ii) provided, however, that the Holders Holdback Period shall not be subject exceed a total of 135 days. The foregoing provisions shall not apply to the foregoing restrictions any holder of Registrable Securities if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for holder is prevented by applicable statute or regulation from entering into any of the Persons set forth in the immediately preceding clause (i)such agreement; provided furtherprovided, however, that none of the restrictions any such holder shall undertake in this Section 6(a) shall apply its request to a Holder if participate in any such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees underwritten offering not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for the class of Registrable Securities covered by such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period Statement (except as part of such Underwritten Offering, if otherwise permitted). Each Holder agrees underwritten offering) during such period unless it has provided five (5) business days prior written notice of such sale or distribution to enter into any agreements reasonably requested by any the managing underwriter reflecting the terms of this Section 6or underwriters.

Holdback Agreement. (a) Each 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 not agrees, if and to effect any sale, transfer, or other actual or pecuniary transfer the extent (including heading i) requested by the managing underwriter of such underwritten offering and similar arrangements(ii) of any Registrable Securities or of any other equity securities all of the Company’s named executive officers and directors execute agreements identical to those referred to in this Section 2.6, or any securities convertible into or exchangeable or exercisable for such stock or securities, that it shall not during the period beginning seven (7) days prior toon, and ending ninety (90) days after (subject to one extension of no more than 17 days if required by the underwriters in connection with FINRA Rule 2711(f)(2) or any similar or successor provision) (or for such shorter period as to which the may be permitted by such managing underwriter(sunderwriter) may agree)after, the effective date of the underwriting agreement of each Underwritten Offering made pursuant to a registration statement filed in connection with such Registration Statement other than (the “Holdback Period”), except for Registrable Securities sold pursuant to included in such Underwritten Offeringregistration or as otherwise agreed between such Holder and such managing underwriter, provided that (i) notwithstanding the foregoinglend, the duration 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 the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (Common Stock or any securities convertible into or exercisable or exchangeable or exercisable for Common Stock held immediately prior to the effectiveness of the Registration Statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of 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) during the seven (7) days , 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 and during the ninety (90)-day period beginning on of the effective date of any underwritten Demand Registration (or for such shorter period as to which Holdback Period unless the managing underwriter or underwriters may agree), except as part Holder of such Demand Registration 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 connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and such Holder. No Holder subject to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (this Section 2.6 or any securities convertible 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 exchangeable or exercisable for such securities) which contemplated by this Section 2.6 unless all Holders are or may be purchased also released from their obligations under Section 2.6. In the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution event of any such release the Company shall notify the Holders of any such release within three (3) business days after such release. If requested by the managing 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. (b) In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities during such period (except as part of every other Person subject to the foregoing restriction) to the extent transfers are so restricted, until the end of such Underwritten Offering, if otherwise permitted). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6period.

Holdback Agreement. (a) Each In connection with an underwritten primary or secondary offering to the public, each Holder agrees not to effect sell or otherwise transfer or dispose of any sale, transfer, shares of Registrable Common Stock (or other actual or pecuniary transfer (including heading and similar arrangementssecurities) of any the Company held by them (other than Registrable Securities or Common Stock included in such offering in accordance with the terms hereof) for a period equal to the lesser of any other equity securities one hundred eighty (180) days following the effective date of a registration statement of the Company, Company filed under the Securities Act or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offeringunderwriter shall agree to, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer all other stockholders who own more than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities the outstanding Common Stock of the Company and all officers and directors of the Company enter into similar agreements. Such agreement shall be in writing in form satisfactory to the Company and the managing underwriter. The Company may impose stop-transfer instructions with respect to the shares of Registrable Common Stock (or any securities convertible into or exchangeable or exercisable for such other securities) which are subject to the foregoing restriction until the end of said period. The foregoing shall not apply to (i) transactions relating to shares of Common Stock acquired in open market transactions after the effective date of the underwritten primary or may be purchased from secondary offering to the public, (ii) the exercise of any warrants or stock options to purchase shares of capital stock of the Company at (provided that such limitation does not affect limitations on any time after actions specified in the date first sentence of this Agreement Section 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) 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) pledges of Registrable Common Stock in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part connection with the purchase of such Underwritten OfferingRegistrable Common Stock upon the exercise of employee stock options following termination of employment with the Company, if otherwise permitted). Each Holder agrees provided that the lender or lenders to enter into any agreements reasonably requested whom such Registrable Common Stock are pledged agree in writing to be bound by any managing underwriter reflecting the terms of this Section 6restriction.

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed If so requested by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or Underwriters' Representative in connection with any employee benefit an offering of securities covered by a registration statement filed by Coach, whether or similar plannot Registrable Securities of the Holders are included therein, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to Holder shall agree not to effect any sale or distribution of the Shares, including any sale under Rule 144, without the prior written consent of the Underwriters' Representative (otherwise than through the registered public offering then being made), within 7 days prior to or 90 days (or such securities during such lesser period as the Underwriters' Representative may permit) after the effective date of the registration statement (except as part or the commencement of the offering to the public of such Underwritten Offering, if otherwise permittedRegistrable Securities in the case of Rule 415 Offerings). Each The Holders shall not be subject to the restrictions set forth in this Section 5.10 for longer than 97 days during any 12-month period and a Holder agrees shall no longer be subject to enter into any agreements reasonably such restrictions at such time as such Holder shall own less than 10% of the then-outstanding shares of Common Stock on a fully-diluted basis. (a) If so requested by the Underwriters' Representative in connection with an offering of any managing underwriter reflecting Registrable Securities, Coach shall agree not to effect any sale or distribution of Common Stock, without the terms prior written consent of the Underwriters' Representative (otherwise than through the registered public offering then being made or in connection with any acquisition or business combination transaction and other than in connection with stock options and employee benefit plans and compensation), within 7 days prior to or 90 days (or such lesser period as the Underwriters' Representative may permit) after the effective date of the registration statement (or the commencement of the offering to the public of such Registrable Securities in the case of Rule 415 Offerings) and shall use its best efforts to obtain and enforce similar agreements from any other Persons if requested by the Underwriters' Representative; PROVIDED that Coach or such Persons shall not be subject to the restrictions set forth in this Section 65.10 for longer than 97 days during any 12-month period. (b) Notwithstanding anything else in this Section 5.10 to the contrary, no Holder shall be precluded from distributing to any or all of its stockholders any or all of the Registrable Securities.

Holdback Agreement. (a) Each Holder agrees If (i) NRP at any time shall register Common Units or Equity Equivalents under the Securities Act (including any registration pursuant to Section 3 hereof) for sale in an underwritten Public Offering, (ii) NRP shall have received a request from Unitholders pursuant to Section 3(a) hereof for inclusion of Registrable Securities in such underwritten Public Offering and (iii) any such Registrable Securities requested to be included in such underwritten Public Offering shall be so included, then to the extent requested by the underwriters for such offering, the Unitholders shall not to effect sell, make any saleshort sale of, transfergrant any option for the purchase of, or other actual otherwise dispose of, directly or pecuniary transfer (including heading and similar arrangements) of indirectly, any Registrable Securities or (other than those Registrable Securities included in such registration) without the prior written consent of any other equity securities of the CompanyNRP, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the a period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which designated by the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject underwriter in writing to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided furtherUnitholders, that none of the restrictions in this Section 6(a) which period shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has begin not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) during the more than seven (7) days prior to the effectiveness of the registration statement pursuant to which such Public Offering shall be made (or within seven (7) days prior to the execution of the applicable underwriting agreement in the case of an offering pursuant to Rule 415) and during the shall not last more than ninety (90)-day period beginning on 90) days after the effective date closing of any underwritten Demand Registration (such Public Offering or for such shorter holdback period as to which the managing underwriter NRP or underwriters may agree), except as part other unitholders of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of NRP holding at least five ten percent (510%) of the Common Units of NRP (on a fully diluted basis) of its equity securities are subject. The Requesting Unitholders will enter into agreements with the underwriters to the foregoing effect. (or b) If, at any securities convertible into or exchangeable or exercisable time, NRP is requested by the Requesting Unitholders to register Registrable Securities pursuant to Section 2(a) hereof under the Securities Act for sale in an underwritten Public Offering, then to the extent requested by the underwriters for such securities) which are or may be purchased from the Company at offering NRP shall not sell, make any time after the date of this Agreement short sale of, grant any option (other than under compensatory option or benefit plans of NRP or its Affiliates) for the purchase of, or otherwise dispose of, directly or indirectly, any securities similar to those being registered or any Equity Equivalents, without the prior written consent of the managing underwriter, for a period designated by the managing underwriter in a registered offeringwriting to NRP, which period shall begin not more than seven (7) days prior to agree the effectiveness of the registration statement pursuant to which such public offering shall be made (or within seven (7) days prior to the execution of the applicable underwriting agreement in the case of an offering pursuant to Rule 415) and shall not to effect any sale or distribution of any such securities during such period last more than ninety (except as part 90) days after the closing of such Underwritten Offering, if otherwise permitted). Each Holder agrees Public Offering or such shorter holdback period to enter into any agreements reasonably requested by any managing underwriter reflecting which the terms of this Section 6Unitholders are then subject.

Holdback Agreement. (a) Each Upon the request of the Partnership, by electing to include Registrable Securities in a Partnership registration statement pursuant to Section 2.1 or Section 2.2, the Holder agrees shall agree not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); provided further, that none of the restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice of such Underwritten Offering and has not revoked such Opt-Out Notice; and (b) the Company agrees not to effect any public sale or distribution of its equity securities (of the Partnership of the same or similar class or classes of the securities included in the Partnership registration statement or any securities convertible into or exchangeable or exercisable for such securities) , including a sale pursuant to Rule 144, during such periods as reasonably requested (but in no event for a period longer than 45 days following the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten Demand Registration (the applicable Prospectus; provided each of the executive officers and directors of the Partnership that hold Common Units of the Partnership or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securitiesCommon Units of the Partnership are subject to the same restriction for the entire time period required of the Holders hereunder) which are or may be purchased from by the Company at any time after representatives of the date of this Agreement underwriters, if an underwritten offering by the Partnership (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such “Partnership Underwritten Offering”); provided, further, for the avoidance of doubt, that such restrictions shall only apply if otherwise permitted)the Holders are able to sell Registrable Securities in such a Partnership Underwritten Offering. Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms The provisions of this Section 62.3 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 Agreements. 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 person 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 equity securities of the Partnership constitute a de minimis amount.

Holdback Agreement. (a) Each Holder agrees not If the Company at any time shall register shares of Common Stock under the Securities Act in an underwritten offering pursuant to effect any saleother registration, transferthe Holders shall not, if requested by the managing underwriter, sell, make any short sale of, grant any option for the purchase of, or other actual otherwise dispose of for value any Common Stock or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exercisable or exchangeable or exercisable for such stock or securities, during the period beginning seven Common Stock (7) days prior to, and ending ninety (90) days after (or for such shorter period as to which the managing underwriter(s) may agree), the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding sales by a Holder as part of such registration, (ii) Transfers by a Holder to any of its Affiliates, (iii) Transfers by a Holder to the foregoing, the duration Company pursuant to Section 6.4 of the foregoing restrictions shall be no longer than the duration Warrant Agreement, (iv) Transfers by a Holder to any successor corporation or other successor business entity of such Holder as a result of a merger or consolidation with, or sale of all or substantially all of the shortest restriction generally imposed assets of, such Holder, (v) Transfers by the underwriters on Investor to any of its partners in connection with the Companyliquidation or dissolution of the Investor, the officers, directors or (vi) Transfers by a Holder to any Person (other than as a part of a public offering) if such Holder concurrently Transfers all or any other affiliate part of its interest in any Note (as defined in either Note Purchase Agreement) to such Person) without the prior written consent of the Company or any other stockholder for a period as shall be determined by the managing underwriters, which period cannot begin more than seven days prior to the effectiveness of such Registration Statement and cannot last more than 180 days after the effective date of such Registration Statement (provided that no Holder shall be bound by the restrictions contained in this Section 2.4(a) unless all officers and directors of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; and (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any members of the Persons set forth in the immediately preceding clause (i); provided further, that none of the Spell Group who hold any Common Stock or Securities convertible into or exercisable or exchangeable for Common Stock shall have agreed to comparable restrictions in this Section 6(a) shall apply to a Holder if such Holder has provided an Opt-Out Notice to the Company in accordance with Section 2(c)(ii) prior to receiving notice respect of such Underwritten Offering and has not revoked such Opt-Out Notice; and registration). (b) If the Company agrees not at any time pursuant to Sections 2.1, 2.2 or 2.3 of this Agreement shall register under the Securities Act Registrable Shares held by Holders for sale to the public pursuant to an underwritten offering, the Company shall not, without the prior written consent of the Holders of at least 51% of the Registrable Shares included in such registration, effect any public sale or distribution of its equity securities (Securities similar to those being registered, or any securities Securities convertible into or exercisable or exchangeable or exercisable for such securities) during Securities, for such period as shall be determined by the managing underwriters, which period shall not begin more than seven (7) days prior to the effectiveness of the Registration Statement pursuant to which such Public Offering shall be made and during the ninety (90)-day period beginning on shall not last more than 180 days after the effective date of any underwritten Demand such Registration (or for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or a business acquisition or combination and to use all reasonable efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities (or any securities convertible into or exchangeable or exercisable for such securities) which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering) to agree not to effect any sale or distribution of any such securities during such period Statement (except as part of such Underwritten Offering, if otherwise permittedunderwritten registration or pursuant to registrations on Form S-8 or any successor form). Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.