Common use of Holdback Agreement Clause in Contracts

Holdback Agreement. (a) 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 and such offering and sale is the first Public Offering for the account of the Company or is effected pursuant to Section 5.1(a), the Stockholders shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Section 5.1 or 5.2 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate) 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 180 days after the effective date of such Registration Statement. (b) If the Company at any time shall register an offering and sale of shares of Common Stock for the account of the Company under the Securities Act in an underwritten offering pursuant to any registration under the Securities Act other than the first Public Offering for the account of the Company (other than on Form S-4 or Form S-8), the Stockholders participating in such registered offering shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Sections 5.1, 5.2 or 5.3 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate) 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 after the effective date of such Registration Statement.

Holdback Agreement. (a) 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 and such offering and sale is the first Public Offering for the account of the Company or is effected pursuant to Section 5.1(a)any registration so long as the Requisite Purchasers agree in writing that this holdback provision applies to such registration, then the Stockholders Purchasers shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock Restricted Securities (other than (i) those Registrable Shares included in such registration pursuant to Section 5.1 2, 3 or 5.2 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate4) 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) 10 days prior to the effectiveness of such Registration Statement and cannot last more than 180 days after the effective date of such Registration Statement. (b) If the Company at any time pursuant to Sections 2, 3 or 4 of this Agreement shall register an offering and sale of shares of Common Stock for the account of the Company under the Securities Act in Registrable Shares held by Purchasers for sale to the public pursuant to an underwritten offering pursuant to any registration under the Securities Act other than the first Public Offering for the account of offering, the Company (other than on Form S-4 or Form S-8)shall not, the Stockholders participating in such registered offering shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Sections 5.1, 5.2 or 5.3 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate) without the prior written consent of the Company Requisite Purchasers, effect any public sale or distribution of securities similar to those being registered or any securities convertible into or exercisable or exchangeable for a such securities, for such period as shall be determined by the managing underwriters, which period canshall not begin more than seven (7) 10 days prior to the effectiveness of such the Registration Statement pursuant to which such public offering shall be made and canshall not last more than ninety (90) 180 days after the effective date closing of sale of shares pursuant to such Registration Statement.

Holdback Agreement. (a) 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 and such offering and sale is the first Public Offering for the account of the Company or is effected (including any registration pursuant to Section 5.1(a)2, Section 3 or Section 4) for sale to the public pursuant to an underwritten offering, the Stockholders Shareholders shall not sellsell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose of publicly of, any Registrable Shares (other than those shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Section 5.1 Sections 2, 3 or 5.2 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate4) without the prior written consent of the Company Company, for a period designated by the Company in writing to the Shareholders, 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 closing of sale of shares pursuant to such Registration Statement. The Company shall use reasonable efforts to obtain the agreement of any Person permitted to sell shares of Common Stock 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. (b) If the Company at any time pursuant to Section 2 or Section 3 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 effect any public sale or distribution of securities similar to those being registered, or any securities convertible into or exercisable or exchangeable for such securities, for such period as shall be determined by the managing underwriters, which period canshall not begin more than seven (7) 10 days prior to the effectiveness of such the Registration Statement pursuant to which such public offering shall be made and canshall not last more than 180 days after the effective date closing of sale of shares pursuant to such Registration Statement. (b) If the Company at any time shall register an offering and sale of shares of Common Stock for the account of the Company under the Securities Act in an underwritten offering pursuant to any registration under the Securities Act other than the first Public Offering for the account of the Company (other than on Form S-4 or Form S-8), the Stockholders participating in such registered offering shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Sections 5.1, 5.2 or 5.3 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate) 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 after the effective date of such Registration Statement.

Holdback Agreement. (a) If so requested by the Company at any time shall register Underwriters' Representative in connection with an offering and sale of shares of Common Stock under securities covered by a registration statement filed by the Company, whether or not Registrable Securities Act in an underwritten offering and such offering and sale is the first Public Offering for the account of the Company Holders are included therein, each Holder shall agree not to effect any sale or is effected distribution of the Shares, including a sale pursuant to Section 5.1(a)Rule 144, the Stockholders shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Section 5.1 or 5.2 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate) without the prior written consent of the Company for a Underwriters' Representative (except as part of such Underwritten Registration), during the 7-day period as shall be determined prior to, and during the 90-day period beginning on, the date such registration statement is declared effective under the Securities Act by the managing underwriters, which period canSEC; provided that the Holders are timely notified of such effective date in writing by the Company or the Underwriters' Representative. The Holders shall not begin more than seven (7) days prior be subject to the effectiveness restrictions set forth in this Section 6(a) for longer than 97 days during any 12-month period and a Holder shall no longer be subject to such restrictions at such time as such Holder together with its affiliates shall own less than 5% of such Registration Statement and cannot last more than 180 days after the effective date then outstanding shares of such Registration StatementCommon Stock on a fully-diluted basis. (b) If so requested by the Underwriters' Representative in connection with an offering of any Registrable Securities, the Company at shall agree not to effect any time shall register an offering and sale or distribution of shares of Common Stock for the account of the Company under the Securities Act in an underwritten offering pursuant to any registration under the Securities Act other than the first Public Offering for the account of the Company (other than on Form S-4 or Form S-8)Stock, the Stockholders participating in such registered offering shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Sections 5.1, 5.2 or 5.3 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate) without the prior written consent of the Company for Underwriters' Representative (other than as a part of such offering or 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 as shall be determined prior to, and during the 90-day period beginning on, the date such registration statement is declared effective under the Securities Act by the managing underwriters, which period canSEC and shall use its best efforts to obtain and enforce similar agreements from any other Persons if requested by the Underwriters' Representative; provided that the Company or such Persons shall not begin more than seven (7) days prior be subject to the effectiveness of such Registration Statement and cannot last more restrictions set forth in this Section 6(b) for longer than ninety (90) 97 days after the effective date of such Registration Statementduring any 12-month period.

Holdback Agreement. (a) If the Company Corporation at shall effect an Initial Public Offering or if at any time thereafter, the Corporation shall register an offering and sale of its shares of Common Stock under the Securities Act for sale to the public on a registration statement under which the Investors are given the opportunity to have their Registrable Shares registered (including any such registration in an underwritten offering and such offering and sale is the first Public Offering for the account of the Company accordance with Sections 2, 3 or is effected pursuant to Section 5.1(a4 hereof), the Stockholders Investors shall not sellsell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose of publicly of, any Registrable Shares (other than those shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Section 5.1 such Initial Public Offering or 5.2 in accordance with Sections 2, 3 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate4 hereof) without the prior written consent of the Company Corporation, for a period as shall be determined by the relevant managing underwriters, which period canshall begin not begin more than seven (7) 10 days prior to the effectiveness of the registration statement pursuant to which such Registration Statement public offering shall be made and canshall not last more than 180 days after the effective date of such Registration Statementregistration statement. The Corporation shall 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 as if such Person were an Investor hereunder. (b) If the Company Corporation at any time pursuant to Sections 2 or 3 of this Agreement shall register an offering and sale of shares of Common Stock for the account of the Company under the Securities Act in Registrable Shares held by the Investors for sale to the public pursuant to an underwritten offering pursuant to any registration under the Securities Act other than the first Public Offering for the account of the Company (other than on Form S-4 or Form S-8)offering, the Stockholders participating in such registered offering Corporation shall not sell, make effect any short public sale of, grant any option for the purchase ofor distribution of securities similar to those being registered, or otherwise dispose of any shares of Common Stock (other than (i) those Registrable Shares included in securities convertible into or exercisable or exchangeable for such registration pursuant to Sections 5.1securities, 5.2 or 5.3 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate) without the prior written consent of the Company for a such 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 after the effective date of such Registration Statement.

Holdback Agreement. Notwithstanding any other provision of this Section 2, each Holder of Registrable Shares agrees that: (ai) If in the event the Company at any time shall register an offering and sale of is issuing new shares of its Common Stock under to the Securities Act public in an underwritten offering and (other than in the Initial Public Offering, which is addressed in clause (ii) below) in which such offering and sale is the first Public Offering for the account of the Company or is effected Holder included Registrable Shares pursuant to Section 5.1(a)2.2 hereof, if so requested by the Stockholders shall managing underwriter(s) in such offering, such Holder will not sell, make any short offer for public sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (ias part of such underwritten public offering) any securities of the issue being registered or any securities similar to those Registrable Shares included in being registered, or any securities convertible into or exchangeable or exercisable for such registration securities, including a sale pursuant to Section 5.1 or 5.2 or (ii) subject to Rule 144, during the consent of the underwriters, a Transfer to an Affiliate) 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 and such number of such Registration Statement and candays (not last more than 180 days in excess of ninety (90)) after the effective date of the registration statement in connection with such Registration Statement. (b) If the Company at any time shall register an offering and sale of shares of Common Stock for the account of the Company under the Securities Act in an underwritten offering pursuant to any registration under the Securities Act other than the first Public Offering for the account of the Company (other than on Form S-4 or Form S-8)public offering, the Stockholders participating in such registered offering shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Sections 5.1, 5.2 or 5.3 or (ii) subject to without the consent of the underwritersmanaging underwriter(s); and (ii) in the event of an Initial Public Offering, a Transfer to an Affiliate) without the prior written consent of the Company for a period as shall be determined if so requested by the managing underwritersunderwriter(s) in such offering, which period cansuch Holder will not begin more offer for public sale (other than as part of such underwritten public offering) any securities of the issue being registered or any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144, during the seven (7) days prior to the effectiveness and such number of such Registration Statement and candays (not last more than ninety in excess of one hundred eighty (90180)) days after the effective date of the registration statement in connection with such Registration StatementInitial Public Offering, without the consent of the managing underwriter(s). Notwithstanding the provisions of the preceding sentence, Clarity may distribute its shares to its Permitted Transferees; provided that each such transferee agrees to be bound by the provisions of this Section 2.5.

Holdback Agreement. (a) 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 and such offering and sale is the first Public Offering for the account of the Company or is effected (i) pursuant to Section 5.1(aan IPO or (ii) pursuant to any other registration under the Securities Act (other than on Form S-4 or Form S-8), the Stockholders no Stockholder shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of Transfer any shares of Common Stock Registrable Shares, including a sale pursuant to Rule 144, (other than (i) those Registrable Shares included in such registration pursuant to Section 5.1 or 5.2 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate) 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 180 days after the effective date of such Registration Statement. (b) If the Company at any time shall register an offering and sale of shares of Common Stock for the account of the Company under the Securities Act in an underwritten offering pursuant to any registration under the Securities Act other than the first Public Offering for the account of the Company (other than on Form S-4 or Form S-8), the Stockholders participating in such registered offering shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (iA) those Registrable Shares included in such registration pursuant to Sections 5.1, 5.2 or 5.3 5.3; (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 (iiC) subject to the consent of the underwriters, a Permitted Transfer to an Affiliatea member of such Transferor’s Group) without the prior written consent of the Company for a period and on other terms as shall be determined by the managing underwriterslead underwriters and that is for the same time period and on substantially similar terms as agreed to by the CCMP Investors; provided, which that such time period canshall not begin more than seven (7) days prior to the effectiveness of such Registration Statement and cannot last more than exceed ninety (90) days after the effective date consummation of such Registration StatementPublic Offering (or one-hundred and eighty (180) days in the case of the IPO) without the prior written consent of such Stockholder. (b) If the Company at any time pursuant to Section 5.1 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 Public 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 exercisable or exchangeable for such Securities, for such period as shall be determined by the lead underwriters and that is for the same period and on substantially similar terms as agreed to by the CCMP Investors.

Holdback Agreement. (ai) If the Company at any time shall register an offering and sale of shares of Common Stock Securities under the Securities Act in an underwritten offering and such offering and sale is the first Public Offering for the account of the Company or is effected (A) pursuant to a Qualified IPO or (B) pursuant to any other registration, if the Qualified Holders of a majority of Registrable Shares agree in writing that this Section 5.1(a)11.10(e) applies to such registration, the Stockholders Qualified Holders of Registrable Shares shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of publicly Transfer, any shares of Common Stock Registrable Shares (other than (i) those Registrable Shares included in such registration Permitted Transfers and other than Transfers consummated pursuant to Section 5.1 or 5.2 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliatesuch registration) without the prior written consent of the Company Company, for a period (the “Lockup Period”) designated by the Company in writing to the Qualified Holders of Registrable Shares; provided that, unless the Qualified Holders agree to a longer period, (x) in the case of a Qualified IPO, the Lockup Period shall be no longer than one hundred eighty (180) days from the date of consummation of such Qualified IPO, and (y) in the case of any other public offering of Securities, the Lockup Period shall be no longer than ninety (90) days from the date of consummation of such offering. (ii) If the Company at any time shall register Registrable Shares under the Securities Act for sale to the public pursuant to an underwritten offering, the Company shall agree to not, without the prior written consent of the Qualified Holders, effect any public sale or distribution of Securities similar to those being registered, or any Securities convertible into or exercisable or exchangeable for such Securities, for such period as shall be determined by the managing underwriters, which period cannot begin more than seven (7) days prior to the effectiveness of such Registration Statement and cannot last more than 180 days after the effective date of such Registration Statement. (b) If the Company at any time shall register an offering and sale of shares of Common Stock for the account of the Company under the Securities Act in an underwritten offering pursuant to any registration under the Securities Act other than the first Public Offering for the account of the Company (other than on Form S-4 or Form S-8), the Stockholders participating in such registered offering shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Sections 5.1, 5.2 or 5.3 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate) 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 after the effective date of such Registration Statement.

Holdback Agreement. (a) If so requested by the Company at any time shall register Underwriters’ Representative in connection with an offering of securities covered by a registration statement filed by the Company, whether or not Registrable Securities of the Holders are included therein, provided that all Company directors and officers and Company stockholders holding 5% or more of the Company’s capital stock are similarly restricted, each Holder shall agree not to effect any sale of shares of Common Stock under the Securities Act in an underwritten offering and such offering and sale is the first Public Offering for the account or distribution of the Company or is effected pursuant to Section 5.1(a)capital stock, the Stockholders shall not sellincluding any sale under Rule 144, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Section 5.1 or 5.2 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate) without the prior written consent of the Company for a period as shall be determined by Underwriters’ Representative (otherwise than through the managing underwritersregistered public offering then being made), which period cannot begin more than within seven (7) days prior to or one hundred eighty (180) days (or such lesser period as the effectiveness of such Registration Statement and cannot last more than 180 days Underwriters’ Representative may permit) after the effective date of the registration statement (or the commencement of the offering to the public of such Registration StatementRegistrable Securities in the case of Rule 415 Offerings). The Holders shall not be subject to the restrictions set forth in this Section 3.11(a) for longer than an aggregate of one hundred eighty-seven (187) days during any twelve (12)-month period. (b) If so requested by the Underwriters’ Representative in connection with an offering of any Registrable Securities, the Company at shall agree not to effect any time shall register an offering and sale or distribution of shares of Common Stock for the account of the Company under the Securities Act in an underwritten offering pursuant to any registration under the Securities Act other than the first Public Offering for the account of the Company (other than on Form S-4 or Form S-8)capital stock, the Stockholders participating in such registered offering shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Sections 5.1, 5.2 or 5.3 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate) without the prior written consent of the Company for a period as shall be determined by Underwriters’ Representative (otherwise than through the managing underwritersregistered 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), which period cannot begin more than within seven (7) days prior to the effectiveness of such Registration Statement and cannot last more than ninety or one hundred eighty (90180) 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 Registration StatementRegistrable 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, the Company or such Persons shall not be subject to the restrictions set forth in this Section 3.11(b) for longer than an aggregate of one hundred eighty-seven (187) days during any twelve (12) month period. (c) Notwithstanding anything else in this Section 3.11 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. The Company and each 5% Stockholder (awhether or not such Registrable Securities are included in a Registration Statement filed pursuant to Section 3.1 or Section 3.2) If agree, if requested (pursuant to a timely written notice) by the Company at any time shall register an offering and sale of shares of Common Stock under the Securities Act lead or managing underwriter or underwriters in an underwritten offering offering, not to effect any public sale or distribution of any of the Registrable Securities, including a sale pursuant to Rule 144 (except as part of such underwritten offering), for a customary period (which period shall be the same for all applicable Stockholders and such offering shall not be longer than one hundred and sale is eighty (180) days in the case of the Company’s first Public Offering for the account of the Company or is effected pursuant to Section 5.1(a), the Stockholders shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Section 5.1 or 5.2 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate) 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 180 days after the effective date of such Registration Statement. (b) If the Company at any time shall register an offering and sale of shares of Common Stock for the account of the Company under the Securities Act in an underwritten offering pursuant to any registration under the Securities Act other than the first Public Offering for the account of the Company (other than on Form S-4 or Form S-8), the Stockholders participating in such registered offering shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Sections 5.1, 5.2 or 5.3 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate) 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 in the case of any other Public Offering, except to the extent required by FINRA regulations or applicable law), as reasonably determined by the lead or managing underwriter or underwriters in consultation with the Stockholders, after the effective 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 3.10, 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 20 WEIL:\97487965\11\40631.0007

Holdback Agreement. (a) If the Company at any time shall register an offering and sale of shares of Common Stock under the Securities Act in pursuant to an underwritten offering and such offering and sale is the first Initial Public Offering and the managing underwriter for the account of the Company or is effected pursuant to Section 5.1(a)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 any Restricted Shares (other than those shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Section 5.1 or 5.2 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliateregistration) without the prior written consent of the Company for a period as shall be determined designated by the managing underwritersCompany in writing to the Stockholders, which period canshall not begin more than seven (7) 10 days prior to the effectiveness of the registration statement pursuant to which such Registration Statement public offering shall be made and canshall not last more than 180 days after the effective date of such Registration Statementregistration statement. (b) If the Company at any time shall register an offering and sale of shares of Common Stock for the account of the Company under the Securities Act in an underwritten offering (including any registration pursuant to any registration under Sections 2, 3, 4 or 5) for sale to the Securities Act other than public after the first Initial Public Offering and the managing underwriter for the account of the Company (other than on Form S-4 or Form S-8)such registration shall request, the Stockholders participating in such registered offering shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any Restricted Shares (other than those shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Sections 5.1, 5.2 or 5.3 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliateregistration) without the prior written consent of the Company for a period as shall be determined designated by the managing underwritersCompany in writing to the Stockholders, which period canshall not begin more than seven (7) 10 days prior to the effectiveness of the registration statement pursuant to which such Registration Statement public offering shall be made and canshall not last more than ninety (90) 90 days after the effective date of such Registration Statementregistration statement.

Holdback Agreement. (a) If the Company Corporation at any time shall register an offering and sale of shares of Common Stock Shares under the Securities Act in an underwritten offering and such offering and sale is the first Public Offering for the account of the Company or is effected pursuant to Section 5.1(a)Sections 2 or 3 hereof for sale to the public, the Stockholders any Shareholders that participate in such registration shall not sell, make any short sale of, grant any option for the purchase ofsell publicly, or otherwise dispose of publicly of, any shares of Common Stock Registrable Shares (other than (i) those Registrable Common Shares included in such registration pursuant to Section 5.1 Sections 2 or 5.2 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate3 hereof) without the prior written consent of the Company Corporation, for a period as shall be determined by the relevant managing underwritersunderwriters acting reasonably, which period canshall begin not begin more than seven (7) 7 days prior to the effectiveness initial filing of the registration statement pursuant to which such Registration Statement public offering shall be made and canshall not last more than 180 90 days after the effective date of such Registration Statementregistration statement; provided, however, that the officers and directors of the Corporation who own Capital Stock of the Corporation shall each be subject to similar restrictions. The Corporation shall obtain the agreement of any Person permitted to sell shares of stock in such registration to be bound by and to comply with this Section 5 as if such Person were a Shareholder hereunder. (b) If the Company Corporation shall at any time shall pursuant to Sections 2 or 3 of this Agreement register an offering and sale of shares of Common Stock for the account of the Company under the Securities Act in Registrable Shares for sale to the public pursuant to an underwritten offering pursuant offering, the Corporation shall not effect any public sale or distribution of securities similar to those being registered (excluding any registration under the Securities Act other than the first Public Offering for the account transaction of the Company (other than on Form S-4 type identified or Form S-8contemplated in Section 3(b) above), the Stockholders participating in or any securities convertible into or exercisable or exchangeable for such registered offering shall not sellsecurities, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Sections 5.1, 5.2 or 5.3 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate) without the prior written consent of the Company for a period as shall be determined by the managing underwriters, underwriters which period canshall not begin more than seven (7) 7 days prior to the effectiveness of such Registration Statement initial filing and canshall not last extend more than ninety (90) 90 days after the effective date of such Registration Statementregistration statement.

Holdback Agreement. (ai) If Notwithstanding anything in this Agreement to the contrary, the Company at shall retain the right in its sole and absolute discretion to cease any time shall register an offering efforts to proceed with any registration that may be participated in by Grantee hereunder prior to effectiveness of any such registration statement, and sale if after any registration statement to which the rights hereunder apply becomes effective (and prior to completion of shares any sales thereunder), the Board of Common Stock Directors determines in good faith that the failure of the Company to (1) suspend sales of stock under the Securities registration statement or (2) amend or supplement the registration statement, would have a material adverse effect on the Company, the Company shall so notify Grantee, if Grantee is participating in such registration, and Grantee shall suspend any further sales under such registration statement until the Company advises Grantee 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 such suspension for no more than 30 days and no more than 1 time during any twelve month period. (ii) In the event that the Company effects a registration of any securities under the Act in an underwritten offering and such offering and public offering, Grantee agrees not to effect any sale, transfer, disposition or distribution, including any sale is the first Public Offering for the account of the Company or is effected pursuant to Section 5.1(a)Rule 144 under the Act, the Stockholders shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock Shares (other than (i) those Registrable Shares included in such registration pursuant to Section 5.1 or 5.2 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate) without the prior written consent of the Company for a period except as shall be determined by the managing underwriters, which period cannot begin more than seven (7) days prior to the effectiveness part of such Registration Statement and cannot last more than 180 days after offering) during the 180-day period commencing with the effective date of such Registration Statement. (b) If the Company at any time shall register an offering and sale of shares of Common Stock registration statement for the account of the Company under the Securities Act in an underwritten offering pursuant to any registration under the Securities Act other than the first Public Offering for the account of the Company (other than on Form S-4 or Form S-8)IPO, the Stockholders participating in such registered offering shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Sections 5.1, 5.2 or 5.3 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate) without the prior written consent of the Company for a 90-day 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 after commencing with the effective date of such Registration Statementthe registration statement for any subsequent public offering, provided that all officers, directors and holders of 5% or more of the Company's outstanding voting securities enter into agreements providing for similar restrictions on sales.

Holdback Agreement. (a) 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 and such offering and sale is the first Public Offering for the account of the Company or is effected (i) pursuant to Section 5.1(aan initial Public Offering or (ii) pursuant to any other registration under the Securities Act (other than on Form S-4 or Form S-8), the Stockholders no Stockholder shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of Transfer any shares of Common Stock Registrable Shares, including a sale pursuant to Rule 144, (other than (i) those Registrable Shares included in such registration pursuant to Section 5.1 or 5.2 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate) 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 180 days after the effective date of such Registration Statement. (b) If the Company at any time shall register an offering and sale of shares of Common Stock for the account of the Company under the Securities Act in an underwritten offering pursuant to any registration under the Securities Act other than the first Public Offering for the account of the Company (other than on Form S-4 or Form S-8), the Stockholders participating in such registered offering shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (iA) those Registrable Shares included in such registration pursuant to Sections 5.1, 5.2 or 5.3 5.3; (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 (iiC) subject to the consent of the underwriters, a Permitted Transfer to an Affiliatea member of such Transferor’s Group) without the prior written consent of the Company for a period and on other terms as shall be determined by the managing underwriterslead underwriters and that is for the same period and on substantially similar terms as agreed to by the CCMP Investors; provided, which that such period canshall not begin more than seven (7) exceed 180 days prior to the effectiveness of such Registration Statement and cannot last more than ninety (90) days after following the effective date of such Registration Statementregistration without the prior written consent of such Stockholder. (b) If the Company at any time pursuant to Section 5.1 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 Public 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 exercisable or exchangeable for such securities, for such period as shall be determined by the lead underwriters and that is for the same period and on substantially similar terms as agreed to by the CCMP Investors.

Holdback Agreement. (a) If In the Company at case of any time shall register an offering and sale of shares of Common Stock under the Securities Act in an underwritten offering and such offering and sale is the first Public Offering for the account of Registrable Securities pursuant to Section 3, including under any Shelf Registration Statement, each of the Company and each of the Founders agrees, if and to the extent requested in writing by the managing underwriter or is effected pursuant underwriters administering such offering, as promptly as reasonably practicable prior to Section 5.1(a)the commencement of the 15-day period referred to below, the Stockholders shall not sell, make to effect any short public sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock distribution (other than (i) those Registrable Shares included in such registration sales pursuant to Section 5.1 the same Registration Statement, as permitted under this Agreement, or 5.2 the Current Registration Statement, or any registration on Form S-8 or S-4 (ii) subject or any successor or substantially similar form or a registration statement filed in connection with an exchange offer or offering or securities solely to the consent Company's existing securityholders) or a Rescission Offer Registration), of the underwriters, a Transfer to an Affiliate) without the prior written consent any equity securities of the Company for a during the period as shall be determined by the managing underwriters, which period cannot begin more than seven (7) beginning 15 days prior to the effectiveness closing date of each underwritten offering of Registrable Securities and during the period ending on the earlier of (i) 90 days after such Registration Statement and cannot last more than closing date (provided, that if such underwritten offering is an initial public offering, the period referred to in this clause (i) shall be 180 days after the effective date of such Registration Statement. (bclosing date) If the Company at any time shall register an offering and sale of shares of Common Stock for the account of the Company under the Securities Act in an underwritten offering pursuant to any registration under the Securities Act other than the first Public Offering for the account of the Company (other than on Form S-4 or Form S-8), the Stockholders participating in such registered offering shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Sections 5.1, 5.2 or 5.3 or (ii) subject the date such sale or distribution is permitted by such managing underwriter or underwriters. Any agreement entered into after the date of this Agreement pursuant to which the consent Company issues or agrees to issue any privately placed securities similar to any issue of the underwriters, Registrable Securities shall contain a Transfer to an Affiliate) without the prior written consent of the Company for a period as shall be determined by the managing underwriters, provision under which period cannot begin more than seven (7) days prior to the effectiveness holders of such Registration Statement and cansecurities agree not last more than ninety (90) days after the effective date to effect any public sale or distribution of any such Registration Statementsecurities during such period.

Holdback Agreement. (a) If In connection with the Company at any time shall register an offering and sale of shares of Common Stock under the Securities Act in an underwritten offering and such offering and sale is the first Initial Public Offering for the account of the Company or is effected pursuant to Section 5.1(a)Offering, the Stockholders Investors shall not sellsell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose of publicly of, any Registrable Shares (other than those shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Section 5.1 Sections 2, 3 or 5.2 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate4 hereof) without the prior written consent of the Company Corporation, for a period as shall be determined by the relevant managing underwriters, which period canshall begin not begin more than seven (7) 10 days prior to the effectiveness of the registration statement pursuant to which such Registration Statement Initial Public Offering shall be made and canshall not last more than 180 days after the effective date of such Registration Statementregistration statement. The Corporation shall 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 as if such Person were an Investor hereunder; provided, however, that all Persons entitled to registration rights with respect to shares of Common Stock who are not parties to this Agreement, all other Persons selling shares of Common Stock in such offering, all Persons holding in excess of 5% of the capital stock of the Corporation on a fully diluted basis and all executive officers and directors of the Corporation shall also have agreed not to sell publicly their Common Stock under the circumstances and pursuant to the terms set forth in this Section 5 and remain so bound; provided further, however, that any discretionary release, waiver or termination of the provisions set forth in this Agreement or in any like agreement with any of the foregoing Persons containing similar provisions by the Corporation or the managing underwriter shall apply to all Persons or entities subject to such provisions (including the Investors) pro rata based on the number of shares held. (b) If The Corporation may impose stop-transfer instructions with respect to the Company at any time shall register an offering and sale of shares of Common Stock for the account of the Company under the Securities Act in an underwritten offering pursuant to any registration under the Securities Act other than the first Public Offering for the account of the Company (other than on Form S-4 or Form S-8), the Stockholders participating in such registered offering shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Sections 5.1, 5.2 or 5.3 or of each Investor (ii) and the securities of every other Person subject to the consent of restriction set forth in paragraph (a)) until the underwriters, a Transfer to an Affiliate) 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 end of such Registration Statement and cannot last more than ninety (90) days after the effective date of such Registration Statementperiod.

Holdback Agreement. (a) 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 and such offering and sale is the first Public Underwritten Offering for the account of the Company or is effected pursuant to Section 5.1(aany registration under the Securities Act (other than on Form S-4 or Form S-8), the Stockholders including an Underwritten Offering effectuated pursuant to Sections 5.2, no Stockholder shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of Transfer any shares of Common Stock Stockholder Shares (other than (iA) those Registrable Shares included in such registration pursuant to Section 5.1 Sections 5.2, 5.3, or 5.2 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 a sale pursuant to Rule 144, or (iiD) subject in the case of the Investors only, any Transfers of Registrable Shares owned by such Investors and acquired 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) shall not apply to any Registrable Shares acquired by such Investors prior to the consent of the underwritersCompany IPO), a Transfer to an Affiliate) without the prior written consent of the Company for a period and on other terms as shall be determined by the managing underwriterslead 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, which further, that such time period canshall not begin more than seven exceed ninety (790) days prior to the effectiveness of such Registration Statement and cannot last more than 180 days after the effective date consummation of such Registration Statement.Underwritten Offering without the prior written consent of such Stockholder. 78811529_9 (b) If the Company at any time pursuant to Sections 5.2, 5.3, or 5.4, shall register under the Securities Act an offering and sale of shares of Common Stock Registrable Shares held by Stockholders for sale to the account of the Company under the Securities Act in an underwritten offering public pursuant to any registration under the Securities Act other than the first Public an Underwritten Offering for the account of the Company (other than on Form S-4 or Form S-8including an Underwritten Shelf Take-Down), the Stockholders participating in such registered offering Company shall not sellnot, make any short sale of, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock (other than (i) those Registrable Shares included in such registration pursuant to Sections 5.1, 5.2 or 5.3 or (ii) subject to the consent of the underwriters, a Transfer to an Affiliate) without the prior written consent of the Company lead underwriters for a such offering, effect any public sale or distribution of Securities similar to those being registered, or any Securities convertible into or exercisable or exchangeable for such Securities, for such period as shall be determined by the managing underwriterslead underwriters and that is for the same period and on substantially similar terms as agreed to by the CCMP Investors and the MSD Investors. (c) At any time following the Company IPO, which period cannot begin more any Stockholder that, together with its Affiliates, holds less than seven five percent (75%) days prior of the then outstanding shares of Common Stock may elect (on behalf of itself and its Affiliates (collectively, the “Withdrawing Holders”)), by written notice to the effectiveness Company, to withdraw from the provisions of this ARTICLE V and as a result of such Registration Statement withdrawal, such Withdrawing Holders shall no longer be entitled to the rights, nor be subject to the obligations, of this ARTICLE V and canthe Common Stock held by the Withdrawing Holders shall conclusively be deemed thereafter not last more than ninety (90to be “Registrable Shares” under this Agreement. Notwithstanding the foregoing, no withdrawal pursuant to this Section 5.5(c) days after the effective date of such Registration Statementshall release any Withdrawing Holder from any indemnification and contribution rights and obligations under ARTICLE V hereof.